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Procter & Gamble Co – ‘10-Q’ for 9/30/19 – ‘EX-10.1’

On:  Tuesday, 10/22/19, at 4:18pm ET   ·   For:  9/30/19   ·   Accession #:  80424-19-86   ·   File #:  1-00434

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  As Of               Filer                 Filing    For·On·As Docs:Size

10/22/19  Procter & Gamble Co               10-Q        9/30/19   73:6.4M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Fy1920 Q1 Jas 10-Q                                  HTML    798K 
 2: EX-10.1     Summary of the Company's Short Term Achievement     HTML     40K 
                Reward Program                                                   
 3: EX-10.2     Material Contract                                   HTML     43K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     24K 
63: R1          Document and Entity Information                     HTML    113K 
39: R2          Consolidated Statements of Earnings                 HTML     77K 
16: R3          Condolidated Statements of Comprehensive Income     HTML     50K 
55: R4          Consolidated Balance Sheets                         HTML    123K 
64: R5          Consolidated Statements of Cash Flows               HTML     97K 
40: R6          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY     HTML     95K 
                Consolidated Statements of Shareholders' Equity                  
                QTD                                                              
17: R7          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY     HTML     87K 
                Consolidated Statements of Shareholders' Equity PY               
                QTD                                                              
54: R8          Basis of Presentation                               HTML     26K 
65: R9          New Accounting Pronouncements and Policies          HTML     27K 
70: R10         Segment Information                                 HTML     79K 
45: R11         Goodwill and Other Intangible Assets                HTML     68K 
26: R12         Earnings Per Share                                  HTML     51K 
33: R13         Share-Based Compensation and Postretirement         HTML     33K 
                Benefits                                                         
71: R14         Risk Management Activities and Fair Value           HTML     90K 
                Measurements                                                     
46: R15         Accumulated Other Comprehensive Income (Loss)       HTML     50K 
27: R16         Restructuring Program                               HTML     58K 
34: R17         Leases                                              HTML     53K 
69: R18         Commitments and Contingencies                       HTML     28K 
47: R19         Acquisition                                         HTML     54K 
13: R20         Segment Information (Tables)                        HTML     76K 
36: R21         Goodwill and Other Intangible Assets (Tables)       HTML     64K 
57: R22         Earnings Per Share (Tables)                         HTML     51K 
50: R23         Share-Based Compensation and Postretirement         HTML     32K 
                Benefits (Tables)                                                
14: R24         Risk Management Activities and Fair Value           HTML     94K 
                Measurements (Tables)                                            
37: R25         Accumulated Other Comprehensive Income (Loss)       HTML     49K 
                (Tables)                                                         
58: R26         Restructuring Program (Tables)                      HTML     57K 
51: R27         Leases - Supplemental Balance Sheet (Tables)        HTML     32K 
15: R28         Leases - Future Maturities (Tables)                 HTML     40K 
35: R29         Acquisition - Allocation of Purchase Price          HTML     38K 
                (Tables)                                                         
31: R30         Acquisition - Fair Value of Intangibles (Tables)    HTML     36K 
25: R31         New Accounting Pronouncements and Policies New      HTML     24K 
                Accounting Pronouncements and Policies - Effect of               
                Adoption (Details)                                               
49: R32         Segment Information Segment Information - Sales     HTML     51K 
                (Details)                                                        
73: R33         Segment Information (Details)                       HTML     47K 
30: R34         Goodwill and Other Intangible Assets - Change in    HTML     45K 
                the Net Carrying Amount of Goodwill by Global                    
                Business Unit (Details)                                          
24: R35         Goodwill and Other Intangible Assets -              HTML     31K 
                Identifiable Intangible Assets (Details)                         
48: R36         Goodwill and Other Intangible Assets - Additional   HTML     38K 
                Information (Details)                                            
72: R37         Goodwill and Other Intangible Assets - Fair Value   HTML     34K 
                Sensitivity (Details)                                            
32: R38         Earnings Per Share (Details)                        HTML     68K 
23: R39         Earnings Per Share - Antidilutive Securities        HTML     28K 
                (Details)                                                        
42: R40         Share-Based Compensation and Postretirement         HTML     36K 
                Benefits (Details)                                               
20: R41         Risk Management Activities and Fair Value           HTML     45K 
                Measurements - Schedule of Derivative Instruments                
                (Details)                                                        
53: R42         Risk Management Activities and Fair Value           HTML     32K 
                Measurements - Derivative Instruments, Effect on                 
                Other Comprehensive Income (Loss) (Details)                      
61: R43         Risk Management Activities and Fair Value           HTML     27K 
                Measurements - Derivative Instruments, Effect on                 
                Other Comprehensive Income (Loss) - Additional                   
                Information (Details)                                            
41: R44         Risk Management Activities and Fair Value           HTML     35K 
                Measurements - Derivative Instruments Gain (Loss)                
                (Details)                                                        
19: R45         Risk Management Activities and Fair Value           HTML     48K 
                Measurements - Additional Information (Details)                  
52: R46         Accumulated Other Comprehensive Income (Loss) -     HTML     64K 
                Changes in Aoci and Reclassification Out of Aoci                 
                (Details)                                                        
60: R47         Restructuring Program - Additional Information      HTML     36K 
                (Details)                                                        
43: R48         Restructuring Program - Restructuring Reserve by    HTML     44K 
                Type of Costs (Details)                                          
18: R49         Restructuring Program - Restructuring Costs Per     HTML     39K 
                Segment (Details)                                                
21: R50         Leases - Supplemental Balance Sheet (Details)       HTML     36K 
28: R51         Leases - Future Maturities (Details)                HTML     64K 
66: R52         Leases Additional Information (Details)             HTML     28K 
44: R53         Commitments and Contingencies - Additional          HTML     32K 
                Information (Details)                                            
22: R54         Acquisition - Allocation of Purchase Price          HTML     58K 
                (Details)                                                        
29: R55         Acquisition Acquisition - Fair Value of             HTML     45K 
                Intangibles (Details)                                            
67: R56         Acquisition - Additional Information (Details)      HTML     52K 
59: XML         IDEA XML File -- Filing Summary                      XML    128K 
68: XML         XBRL Instance -- fy1920q1jas10-qreport_htm           XML   1.47M 
56: EXCEL       IDEA Workbook of Financial Reports                  XLSX     65K 
 9: EX-101.CAL  XBRL Calculations -- pg-20190930_cal                 XML    171K 
10: EX-101.DEF  XBRL Definitions -- pg-20190930_def                  XML    699K 
11: EX-101.LAB  XBRL Labels -- pg-20190930_lab                       XML   1.29M 
12: EX-101.PRE  XBRL Presentations -- pg-20190930_pre                XML    856K 
 8: EX-101.SCH  XBRL Schema -- pg-20190930                           XSD    140K 
38: JSON        XBRL Instance as JSON Data -- MetaLinks              292±   436K 
62: ZIP         XBRL Zipped Folder -- 0000080424-19-000086-xbrl      Zip    234K

‘EX-10.1’   —   Summary of the Company’s Short Term Achievement Reward Program

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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  Exhibit  




Exhibit (10-1)
Summary of the Company’s Short Term Achievement Reward Program







SHORT TERM ACHIEVEMENT REWARD PROGRAM
(Effective July 1, 2019)

The Short Term Achievement Reward (“STAR”) Program is The Procter & Gamble Company’s (the “Company”) annual bonus program designed to motivate and reward employees for achieving outstanding short term business results for the Company and its subsidiaries. STAR awards are made pursuant to authority delegated to the Compensation & Leadership Development Committee (the “C&LD Committee”) by the Board of Directors for awarding compensation to the Company’s principal officers and for making awards under the Procter & Gamble 2014 Stock and Incentive Compensation Plan (the “2014 Plan”) or any successor stock plan approved in accordance with applicable listing standards.

I.    ELIGIBILITY

Employees at Band 2 or above and who worked at least 28 days (four calendar weeks) during the applicable fiscal year are eligible to participate. Eligible employees who do not work a full schedule (e.g., leaves of absence, disability, and less-than-full time schedules) in the fiscal year in which the award is payable may have awards pro-rated.

II.    Calculation

The individual STAR Award is calculated as follows:

(STAR Target) x [ (Business Unit Performance Factor x 70% weighting) + (Total Company Performance Factor X 30% weighting) ]

•
The STAR Target for each participant is calculated as:

(Base Salary) x (STAR Target percent) where Base Salary at the end of the applicable fiscal year is used to calculate the STAR award. Generally, the STAR Target Percent is dependent on the individual’s position and level (Band) in the organization. The STAR Target percent for participants at Band 7 or above is set by the C&LD Committee. The STAR Target percent for all other participants is set by the Chief Executive Officer, with the concurrence of the Chief Human Resources Officer, pursuant to authority delegated to them by the C&LD Committee. If an individual’s position and/or level changes during a fiscal year, and that change results in a new STAR Target Percent, the STAR Target Percent is pro-rated according to the amount of time in each position/level during the fiscal year. 

•
The Business Unit Performance Factor is weighted at 70% and is based on the fiscal year success for the appropriate STAR business unit. The STAR business units are defined by the Chief Human Resources Officer and may consist of business categories, segments, geographies, functions, organizations or a combination of one or more of these items. The STAR business units will be defined within ninety (90) days of the beginning of the fiscal year, but may be adjusted as necessary to reflect business and/or organizational changes (e.g., reorganization, acquisition, merger, divestiture, etc.). The Business Unit Performance Factors can range from 0% to 200% with a target of 100%. In general, a committee consisting of at least two of the Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer and/or the Chief Operating Officer (the “STAR Committee”), conducts a comprehensive retrospective assessment of the fiscal year performance of each STAR business unit against previously established goals and relative to competition for one or more of the following measures: Operating Total Shareholder Return, After Tax Profit, Free Cash Flow Productivity, Value Share, Organic Sales, Internal controls, Accounts receivable ,Inventory, Organization Head Self-Assessment, and Cross Organization Assessment. The STAR Committee makes a recommendation of an appropriate Business Unit Performance Factor to the C&LD Committee. There may also be other factors significantly affecting STAR business unit results positively or negatively which can be considered by the STAR Committee when making its recommendation. No member of the STAR Committee makes any recommendation or determination as to their own STAR award. As a result, there are certain instances in which a Business Unit




Performance Factor recommendation to the C&LD Committee must be made exclusively by the Chief Executive Officer.
 
Business Unit leaders may then allocate the approved STAR Business Unit Factors among the divisions of the Business Unit to more closely align the STAR award with performance, so long as the total expenditure does not exceed that approved by the STAR Committee and no individual STAR award exceeds 200% of target.

•
The Total Company Performance Factor is weighted at 30% and is based on the total Company’s success during the fiscal year and ranges from 0% to 200%, with a target of 100%. The same Total Company Performance Factor is applied to all STAR award calculations, regardless of STAR business unit. It is determined using a matrix which compares results against pre-established goals for fiscal year organic sales growth and core earnings per share (“EPS”) growth for the fiscal year.

While the STAR Committee makes recommendations to the C&LD Committee regarding the Business Unit and Total Company performance factors to be applied to all STAR awards (except those for the STAR Committee members), only the final award amounts for principal officers are approved specifically by the C&LD Committee. The C&LD Committee has delegated the approval of STAR awards for other participants to the Chief Executive Officer. The C&LD Committee has discretion to use, increase or decrease the performance factors recommended by the STAR Committee and/or to choose not to pay STAR awards during a given year.

III.    TIMING AND FORM

STAR awards are determined after the close of the fiscal year and are paid on or about September 15. The award form choices and relevant considerations are explained to participants annually. Participants receive written notice of their award detailing the calculation and grant letters for those employees who elect to receive awards in stock options

Generally, STAR awards are paid in cash. However, before the end of the calendar year preceding the award date, eligible participants can elect to receive their STAR award in forms other than cash. Alternatives to cash include stock options, stock appreciation rights (“SARS”), local deferral programs (depending on local regulations in some countries) and/or deferred compensation (for employees eligible to participate in the Executive Deferred Compensation Program). The number of stock options or SARs awarded to each employee will be determined on grant date by determining the USD value of the award chosen by the employee to be paid in stock options and dividing that value by the grant date GAAP expense of one stock option. The result will be rounded up to the nearest whole share. Any STAR award paid in stock options or other form of equity shall be awarded pursuant to this program and the terms and conditions of the 2014 Plan or any successor stock plan approved in accordance with applicable listing standards, as they may be revised from time to time. STAR awards paid in stock options or SARS will have the following terms unless otherwise approved by the C&LD Committee at grant:

Grant date will be the last business day on or before September 15. If the New York Stock Exchange is closed on the day of the grant, then the C&LD Committee will establish a grant date as soon as practical following the date previously specified. Provided participants remain in compliance with the terms and conditions set forth in the currently active Stock Plan and the Regulations, STAR stock options and SARs are not forfeitable, will become exercisable three years after the grant date, and will expire ten years after the grant date. In the event of death of the participant, the award becomes exercisable as of the date of death and the award remains exercisable until the Expiration Date. For awards granted in France or the United Kingdom, the consequences of death are determined by the local plan supplement, if applicable.
The option price used for any STAR Award will be the closing price for a share of Common Stock on the New York Stock Exchange on the grant date, or such higher price as may be specified in the French Addendum of the Regulations (the “Grant Price”).









IV.    SEPARATION FROM THE COMPANY

•
Retirement, Death or Special Separation with a Separation Package: If a participant worked at least 28 days (4 calendar weeks) during the fiscal year, the STAR award is pro-rated by dividing the number of calendar days the participant was an “active employee” during the fiscal year by 365.

•
Voluntary Resignation or Termination for cause: Separating employees must have been active employees as of June 30 or the last business day in June (the close of the fiscal year for which the award is payable) to receive an award.

•
Separation due to a Company authorized divestiture: In the case of divestitures the CHRO is authorized to determine the appropriate STAR payout based on Business Unit factors either at Target or at projected or actual business results. The CHRO is also authorized to pay awards for the current or following partial fiscal year at time of divestiture close for administrative convenience.

Eligible participants who have left the Company will receive a cash payment (stock options can only be issued to active employees) on the same timing as STAR awards or as soon thereafter as possible.

V.    CHANGE IN CONTROL

Notwithstanding the foregoing, if there is a Change in Control in any fiscal year, STAR awards will be calculated in accordance with Section II above, but each factor will be calculated for the period from the beginning of the fiscal year in which a Change in Control occurred up to and including the date of such Change in Control (“CIC Period”). “Change in Control” shall have the same meaning as defined in the 2014 Plan or any successor stock plan.

VI.    GENERAL TERMS AND CONDITIONS

While any STAR award amount received by one individual for any year shall be considered as earned remuneration in addition to salary paid, it shall be understood that this plan does not give to any officer or employee any contract rights, express or implied, against any Company for any STAR award or for compensation in addition to the salary paid to him or her, or any right to question the action of the Board of Directors or the C&LD or STAR Committees.

The Chief Human Resources Officer or the Chief Legal Officer may withhold a STAR award for a separated employee who is discovered to have engaged in serious misconduct or actions detrimental to the Company’s interests.

Each award to an individual at Band 7 and above, made pursuant to this plan, is subject to the Senior Executive Recoupment Policy as amended by the C&LD Committee in April 2018.

To the extent applicable, it is intended that STAR comply with the provisions of Section 409A. STAR will be administered and interpreted in a manner consistent with this intent. Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A) payable under STAR to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a Participant under STAR may not be reduced by, or offset against, any amount owing by a Participant to the Company.

This program document may be amended at any time by the C&LD Committee.

    



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:10/22/198-K
For Period end:9/30/19
7/1/19
 List all Filings 

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/07/20  Procter & Gamble Co.              10-K/A      6/30/20  123:19M
 8/06/20  Procter & Gamble Co.              10-K        6/30/20  123:19M
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