Proctor and Gamble 2012 Annual Report Download - page 80
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Please find page 80 of the 2012 Proctor and Gamble annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.78 The Procter & Gamble Company
to the vesting date for a reason other than disability,
retirement or special separation (as defined in the plan), then
the award is forfeited.
At the time of the first grant following Board
approval of the plan, each employee of the Company not
eligible for an award under the 1992 Stock Plan was granted
options for 100 shares. From the date of this first grant
through June 30, 2003, each new employee of the Company
has also received options for 100 shares. Following the grant
of options on June 30, 2003, the Company suspended this
part of the plan. The plan terminated on October 13, 2007.
The Gillette Company 1971 Stock Option Plan
No further grants can be made under the plan after
April 25, 2005, although unexercised stock options
previously granted under this plan remain outstanding. The
plan was approved by shareholders of The Gillette Company
and assumed by the Company upon the merger between The
Procter & Gamble Company and The Gillette Company. All
options became immediately vested and exercisable on
October 1, 2005 as a result of the merger. After the merger,
all outstanding options became options to purchase shares of
The Procter & Gamble Company subject to an exchange
ratio of .975 shares of P&G stock per share of Gillette stock.
The plan was designed to attract, retain and
motivate key salaried employees of The Gillette Company
and non-employee members of its Board of Directors. Under
the plan, eligible participants receive the option to purchase
Company stock at a pre-determined price which cannot be
less than 100% of the fair market value per share at the time
that the option is granted. The period of any option may not
exceed ten years from the date of grant. Subject to
adjustment for changes in the Company's capitalization, the
number of shares granted under the plan was not to exceed
198,000,000 shares.
If a recipient leaves the employ of the Company for
any reason other than death or discharge for cause, the
recipient is permitted to exercise any vested options granted
under the plan for a period between thirty days and five
years after termination, depending on the circumstances of
his/her departure. If a participant is discharged for cause, all
options are immediately cancelled. If a participant dies while
holding options, the options are exercisable for a period of
one to three years depending on the date of grant. In
addition, the plan allows Gillette employees whose
employment is terminated for "Good Reason" within two
years after the effective date of the merger the ability to
exercise remaining options for the shorter of five years
following their termination date or the original life of the
grant. Employees terminated for "Good Reason" who are
also eligible to retire under a Company plan are allowed to
exercise their options subject to the original terms of the
grant.
The Gillette Company 2004 Long-Term Incentive Plan
Shareholders of The Gillette Company approved
The Gillette Company 2004 Long-Term Incentive Plan on
May 20, 2004, and the plan was assumed by the Company
upon the merger between The Procter & Gamble Company
and The Gillette Company. All options became immediately
vested and exercisable on October 1, 2005 as a result of the
merger. After the merger, all outstanding options became
options to purchase shares of The Procter & Gamble
Company subject to an exchange ratio of .975 shares of
P&G stock per share of Gillette stock. Only employees
previously employed by The Gillette Company prior to
October 1, 2005 are eligible to receive grants under this
plan.
The plan was designed to attract, retain and
motivate employees of The Gillette Company, and until the
effective date of the merger between The Gillette Company
and The Procter & Gamble Company, non-employee
members of the Gillette Board of Directors. Under the plan,
eligible participants are: (i) granted or offered the right to
purchase stock options, (ii) granted stock appreciation rights
and/or (iii) granted shares of the Company's common stock
or restricted stock units (and dividend equivalents). Subject
to adjustment for changes in the Company's capitalization
and the addition of any shares authorized but not issued or
redeemed under The Gillette Company 1971 Stock Option
Plan, the number of shares to be granted under the plan is
not to exceed 19,000,000 shares.
Except in the case of death of the recipient, all
stock options and stock appreciation rights must expire no
later than ten years from the date of grant. The exercise price
for all stock options granted under the plan must be equal to
or greater than the fair market value of the Company's stock
on the date of grant. Any common stock awarded under the
plan may be subject to restrictions on sale or transfer while
the recipient is employed, as the committee administering
the plan may determine.
If a recipient of a grant leaves the Company while
holding an unexercised option or right: (1) any unexercisable
portions immediately become void, except in the case of
death, retirement, special separation (as those terms are
defined in the plan) or any grants as to which the
Compensation Committee of the Board of Directors has
waived the termination provisions; and (2) any exercisable
portions immediately become void, except in the case of
death, retirement, special separation, voluntary resignation
that is not for Good Reason (as those terms are defined in
the plan) or any grants as to which the Compensation
Committee of the Board of Directors has waived the
termination provisions.
Additional information required by this item is
incorporated by reference to the 2012 Proxy Statement filed
pursuant to Regulation 14A, beginning with the section
entitled Security Ownership of Management and Certain
Beneficial Owners and up to but not including the section