Proctor and Gamble 2013 Annual Report Download - page 80

78 The Procter & Gamble Company
The Procter & Gamble 1992 Stock Plan (Belgian Version)
No further grants can be made under the plan, although
unexercised stock options previously granted under this plan
remain outstanding. This plan was approved by the
Company's Board of Directors on February 14, 1997.
Although the plan has not been submitted to shareholders for
approval, it is nearly identical to The Procter & Gamble
1992 Stock Plan, approved by the Company's shareholders
on October 13, 1992, except for a few minor changes
designed to comply with the Belgian tax laws.
The plan was designed to attract, retain and motivate key
Belgian employees. Under the plan, eligible participants
were: (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. Except
in the case of death of the recipient, all stock options and
stock appreciation rights must vest in no less than one year
from the date of grant and must expire no later than fifteen
years from the date of grant. The exercise price for all stock
options granted under the plan is the average price of the
Company's stock on the date of grant. If a recipient of a
grant leaves the Company while holding an unexercised
option or right, any unexercisable portions immediately
become void, except in the case of death, and any
exercisable portions become void within one month of
departure, except in the case of death or retirement. 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.
The Procter & Gamble Future Shares Plan
On October 14, 1997, the Company's Board of Directors
approved The Procter & Gamble Future Shares Plan
pursuant to which options to purchase shares of the
Company's common stock may be granted to employees
worldwide. The purpose of this plan is to advance the
interests of the Company by giving substantially all
employees a stake in the Company's future growth and
success and to strengthen the alignment of interests between
employees and the Company's shareholders through
increased ownership of shares of the Company's stock. The
plan has not been submitted to shareholders for approval.
Subject to adjustment for changes in the Company's
capitalization, the number of shares to be granted under the
plan is not to exceed 17 million shares. Under the plan's
regulations, recipients are granted options to acquire 100
shares of the Company's common stock at an exercise price
equal to the average price of the Company's common stock
on the date of the grant. These options vest five years after
the date of grant and expire ten years following the date of
grant. If a recipient leaves the employ of the Company prior
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 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