Proctor and Gamble 2016 Annual Report Download - page 80

66 The Procter & Gamble Company
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table gives information about the Company's common stock that may be issued upon the exercise of options,
warrants and rights under all of the Company's equity compensation plans as of June 30, 2016. The table includes the following
plans: The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 1993 Non-Employee Directors' Stock Plan; The Procter &
Gamble Future Shares Plan; The Procter & Gamble 2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003
Non-Employee Directors' Stock Plan; The Gillette Company 2004 Long-Term Incentive Plan; The Procter & Gamble 2009 Stock
and Incentive Compensation Plan; The Procter & Gamble 2013 Non-Employee Directors' Stock Plan; and The Procter & Gamble
2014 Stock and Incentive Compensation Plan.
Plan Category
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(b)
Weighted-
average exercise
price of outstanding
options, warrants and
rights
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans approved by
security holders
(1)
Options 226,562,300 $68.1722
(2)
Restricted Stock Units (RSUs)/Performance
Stock Units (PSUs) 11,125,863 N/A
(2)
Equity compensation plans not approved by
security holders
(3)
Options 4,030,317 59.2781
(4)
GRAND TOTAL 241,718,480 $68.0167
(5)
125,037,146
(1)
Includes The Procter & Gamble 1992 Stock Plan; The Procter & Gamble 1993 Non-Employee Directors' Stock Plan; The Procter & Gamble
2001 Stock and Incentive Compensation Plan; The Procter & Gamble 2003 Non-Employee Directors' Stock Plan; The Procter & Gamble
2009 Stock and Incentive Compensation Plan; The Procter & Gamble 2013 Non-Employee Directors' Stock Plan; and The Procter & Gamble
2014 Stock and Incentive Compensation Plan.
(2)
Of the plans listed in (1), only The Procter & Gamble 2014 Stock and Incentive Compensation Plan allow for future grants of securities.
The maximum number of shares that may be granted under this plan is 185 million shares. Stock options and stock appreciation rights are
counted on a one for one basis while full value awards (such as RSUs and PSUs) will be counted as 5 shares for each share awarded. Total
shares available for future issuance under this plan is 125 million.
(3)
Includes The Procter & Gamble Future Shares Plan and The Gillette Company 2004 Long-Term Incentive Plan.
(4)
None of the plans listed in (3) allow for future grants of securities.
(5)
Weighted average exercise price of outstanding options only.
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