Exhibit (10-2)
THE PROCTER & GAMBLE 1983 STOCK PLAN
(As amended effective June 13, 2000)
ARTICLE A - PURPOSE.
The purpose of The Procter & Gamble 1983 Stock Plan (hereinafter referred
to as the "Plan") is to encourage those key employees of The Procter & Gamble
Company (herein referred to as the "Company") and its subsidiaries who are
largely responsible for the long-term success and development of the business to
increase their proprietary and other interest in the Company's progress, and to
remain in the employ of the Company and its subsidiaries, by the granting to
them by the Company of options to purchase shares of the Common Stock of the
Company and the granting to them by the Company and a subsidiary, if
appropriate, of deferred awards related to the increase in the price of the
Common Stock of the Company as provided in this Plan.
ARTICLE B - ADMINISTRATION.
1. The Plan shall be administered by the Compensation Committee (herein
referred to as the "Committee") of the Board of Directors of the Company (herein
referred to as the "Board"). The Committee shall operate, administer, and
interpret the Plan and shall be composed of three or more members of the Board
to be appointed by the Board from time to time to serve until they resign, die,
or are removed by resolution of the Board. No member of the Committee shall
participate or be eligible to participate in this Plan, but he or she may
exercise stock options or stock appreciation rights previously granted to him or
her in accordance with the terms of said stock options or stock appreciation
rights.
2. It shall be the duty of the Committee to administer this Plan in
accordance with its provisions, to report thereon not less than once each year
to the Board and to make such recommendations of amendments or otherwise as it
may deem necessary or appropriate. A decision by a majority of the Committee
shall govern all actions of the Committee.
3. Subject to the express provisions of this Plan, the Committee shall have
authority: to grant nonstatutory and incentive stock options; to grant to
recipients who are nonresidents of the United States on the date of grant stock
appreciation rights either freestanding, in tandem with simultaneously granted
stock options or in parallel with simultaneously granted stock options; to
determine all the terms and provisions of the respective stock option and stock
appreciation right agreements including setting the dates when each stock option
or stock appreciation right or part thereof may be exercised; and to make all
other determinations it deems necessary or advisable for administering this
Plan; provided, however, for recipients who are nonresidents of the United
States on the date of any grant, the Committee shall have the further authority
to:
(a) waive the provisions of Article G, paragraph 1(b);
(b) except in the case of a recipient who is an executive officer of the
Company subject to Section 16 of the Securities Exchange Act of 1934,
waive the provisions of Article G, paragraph 1(a);
(c) impose conditions in lieu of those set forth in Article J, paragraphs
4 through 7, for nonstatutory stock options and stock appreciation
rights grants which do not increase or extend the rights of the
recipient, to take into consideration the differences, limitations and
requirements of local foreign laws or conditions including, but not
limited to, tax regulations, exchange controls, investment
restrictions, possible unenforceability of any part of this Plan and
other similar matters deemed appropriate by it.
4. The Committee may establish from time to time such regulations,
provisions and procedures within the terms of this Plan as, in its opinion, may
be advisable in the administration of this Plan.
5. The Committee may designate the Secretary of the Company or other
employees of the Company to assist the Committee in the administration of this
Plan and may grant authority to such persons to execute documents on behalf of
the Committee.
ARTICLE C - PARTICIPATION.
The Committee shall select those key employees of the Company and its
subsidiaries who, in the opinion of the Committee, have demonstrated a capacity
for contributing in a substantial manner to the success of such companies and
shall determine the number of shares with respect to which stock options or
stock appreciation rights are to be granted to each, the type of stock options
or stock appreciation rights to be granted and the number of shares under each
type. The Committee may consult with the Chairman of the Board or the President,
but nevertheless the Committee has full authority to act, and the Committee's
actions shall be final.
ARTICLE D - NUMBER OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
1. The aggregate number of shares of the Common Stock of the Company which
may be issued or transferred under all stock options to be granted, or with
respect to which stock appreciation rights may be granted, pursuant to this Plan
shall not exceed 25,996,446 shares.
2. With respect to stock options granted in tandem with or parallel to
stock appreciation rights, the exercise of either such stock options or such
stock appreciation rights will result in the simultaneous cancellation of the
same number of tandem or parallel stock appreciation rights or stock options, as
the case may be.
ARTICLE E - SHARES SUBJECT TO USE UNDER THE PLAN.
The shares to be delivered by the Company upon exercise of stock options or
stock appreciation rights shall be either authorized but unissued shares or
treasury shares, as determined by the Board. In the case of redemption of stock
appreciation rights by one of the Company's subsidiaries, such shares shall be
shares acquired by that subsidiary.
ARTICLE F - PRICE.
The exercise price for all stock options and stock appreciation rights
shall be established by the Committee at the time of their grant and shall be
not less than one hundred percent (100%) of the fair market value of the Common
Stock of the Company on the date of grant.
ARTICLE G - AGREEMENT OF OPTIONEE AND CONDITIONS OF STOCK OPTIONS AND
STOCK APPRECIATION RIGHTS.
1. In addition to such other conditions as may be established by the
Committee, in consideration of the granting of stock options or stock
appreciation rights under the terms of this Plan, the recipient agrees as
follows:
(a) To remain in the employ of the Company or one of its subsidiaries for
at least one (1) year following the date of the granting of the stock
option or stock appreciation right, and,
(b) In order to better protect the goodwill of the Company and prevent the
disclosure of the Company's trade secrets and other confidential
information and thereby help insure the long-term success and
development of the business, the recipient will not engage in
competitive employment for a period of three (3) years following the
date of the granting of a stock option or a stock appreciation right
without first obtaining written permission from the Company. "Engage
in competitive employment" means rendering services, or becoming
associated in any way or in any capacity in the manufacture,
development, advertising, promotion or sale of any product which is
the same as or similar to or competitive with any products of the
Company or one of its subsidiaries (including existing products and
products known to the recipient to be in development) with respect to
which the recipient's work has been directly concerned at any time
during the two (2) years preceding termination of employment with the
Company or any of its subsidiaries or with respect to which during
that period of time recipient acquired knowledge of trade secrets or
other confidential information.
2. The fact that an employee has been granted a stock option or a stock
appreciation right under this Plan shall not affect or qualify the right of the
employer to terminate the recipient's employment at any time. In the event the
recipient breaches or violates section 1 above, the Company may seek injunctive
or other appropriate relief.
ARTICLE H - LIMITATIONS.
1. More than one stock option or stock appreciation right may be granted to
any employee under this Plan but the maximum number of shares with respect to
which stock options or stock appreciation rights may be granted to any employee
shall not exceed five percent (5%) of the number of shares which can be issued
or transferred hereunder.
2. The aggregate fair market value (determined at the time of the grant of
the stock option) of the shares for which any employee may be granted incentive
stock options under this Plan and all other stock option plans of the Company
and its subsidiaries in any calendar year shall not exceed $100,000 plus any
unused limit carry-over to such year as provided for in Section 422A(c)(4) of
the Internal Revenue Code of 1954, as amended. (This amount will automatically
change to reflect the limits imposed by Section 422A(b)(8) of the Internal
Revenue Code of 1954 as it may be amended from time to time.)
3. If the Committee grants incentive stock options, all such stock options
shall contain such provisions as permit them to qualify as "incentive stock
options" within the meaning of Section 422A of the Internal Revenue Code of
1954, as amended by the Economic Recovery Tax Act of 1981, and as the same may
from time to time be amended.
4. Resale of securities offered under this Plan by Directors and executive
officers of the Company subject to Section 16 of the Securities Exchange Act of
1934 must be pursuant to a valid registration statement on other than Form S-8
or pursuant to an exemption from registration provided under the Securities Act
of 1933, as amended. Other employees of the Company or its subsidiaries are free
to make resales of the securities offered hereunder without further
registration.
ARTICLE I - ADJUSTMENTS.
Appropriate adjustments in the number of shares of stock options and stock
appreciation rights which can be granted under this Plan and in the numbers and
exercise prices covered by outstanding stock options and stock appreciation
rights shall be made to give effect to any stock splits, stock dividends or
other changes in the Common Stock of the Company occurring after October 11,
1983, the date of approval of this Plan by the Company's shareholders.
ARTICLE J - EXERCISE OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
1. All stock options and stock appreciation rights granted hereunder shall
have a maximum life of no more than ten (10) years from the date of grant.
2. No stock options or stock appreciation rights shall be exercisable
within one (1) year from their date of grant, except in the case of the death of
the recipient.
3. During the lifetime of the recipient, stock options and stock
appreciation rights may be exercised only by the recipient personally. Stock
options and stock appreciation rights are not assignable and are not
transferable otherwise than by will or by the laws of descent and distribution.
4. In case a recipient of stock options or stock appreciation rights ceases
to be an employee of the Company or any of its subsidiaries while holding an
unexercised stock option or stock appreciation right:
(a) Any unexercisable portions thereof are then void, except in the case
of death of the recipient or in the case of any option as to which the
Committee has waived, at the time of grant, the provisions of Article
G, paragraph 1(a) pursuant to the authority granted by Article B,
paragraph 3.
(b) Any exercisable portions thereof are then void, except in the case of
death, retirement in accordance with the provisions of any appropriate
profit sharing or retirement plan of the Company or any of its
subsidiaries, or Special Separation (as defined in section 7 of this
Article J) of the recipient.
5. In the case of the death of a recipient of stock options or stock
appreciation rights while an employee of the Company or any of its subsidiaries,
the persons to whom the stock options or stock appreciation rights have been
transferred by will or the laws of descent and distribution shall have the
privilege of exercising remaining stock options, stock appreciation rights or
parts thereof, whether or not exercisable on the date of death of such employee,
at any time prior to the expiration date of the stock option or stock
appreciation right.
6. Stock options and stock appreciation rights are not transferable other
than by will or by the laws of descent and distribution. For the purpose of
exercising stock options or stock appreciation rights after the death of the
recipient, the duly appointed executors and administrators of the estate of the
deceased recipient shall have the same rights with respect to the stock options
and stock appreciation rights as legatees or distributees would have had after
distribution to them from the deceased recipient's estate.
7. Termination of employment under the permanent disability settlement
provision of any appropriate profit sharing or retirement plan of the Company or
any of its subsidiaries shall be deemed the same as retirement. Special
Separation means any termination of employment, except a termination for cause
or a voluntary resignation that is not initiated or encouraged by the Company,
that occurs prior to the time a recipient is eligible to retire. The death of a
recipient of stock options or stock appreciation rights subsequent to retirement
or Special Separation shall not render exercisable options or rights which were
unexercisable at time of the retirement or Special Separation.
8. Upon the exercise of stock appreciation rights, the recipient shall be
entitled to receive a redemption differential for each such stock appreciation
right which shall be the difference between the then fair market value of one
share of the Common Stock of the Company and the exercise price of one stock
appreciation right then being exercised. In the case of the redemption of stock
appreciation rights by a subsidiary of the Company not located in the United
States the redemption differential shall be calculated in United States dollars
and converted to the appropriate local currency on the exercise date. As
determined by the Committee, the redemption differential may be paid in cash,
Common Stock of the Company to be valued at its fair market value on the date of
exercise, any other mode of payment deemed appropriate by the Committee or any
combination thereof. The number of shares with respect to which stock
appreciation rights are being exercised shall not be available for granting
future stock options or stock appreciation rights under this Plan.
9. The Committee may, in its sole discretion, permit a stock option which
is being exercised either (a) by an optionee whose retirement is imminent or who
has retired or (b) after the death of the optionee, to be surrendered, in lieu
of exercise, for an amount equal to the difference between the stock option
exercise price and the fair market value of shares of the Common Stock of the
Company on the day the stock option is surrendered, payment to be made in shares
of the Company's Common Stock which are subject to this Plan valued at their
fair market value on such date, cash or a combination thereof, in such
proportion and upon such terms and conditions as shall be determined by the
Committee. The difference between the number of shares subject to stock options
so surrendered and the number of shares, if any, issued upon such surrender
shall represent shares which shall not be available for granting future stock
options under this Plan.
10. Time spent on leave of absence shall be considered as employment for
the purposes of this Plan. Leave of absence means any period of time away from
work granted to any employee by his or her employer because of illness, injury
or other reasons satisfactory to the employer.
11. The Company reserves the right from time to time to suspend the
exercise of any stock option or stock appreciation right where such suspension
is deemed by it necessary or appropriate for corporate purposes. No such
suspension shall extend the life of the stock option or stock appreciation right
beyond its expiration date, and in no event will there be a suspension in the
five (5) calendar days immediately preceding the expiration date.
ARTICLE K - PAYMENT FOR STOCK OPTIONS.
Upon the exercise of a stock option, payment in full of the exercise price
shall be made by the optionee. As determined by the Committee, the stock option
exercise price may be paid for by the optionee either in cash, shares of the
Common Stock of the Company to be valued at their fair market value on the date
of exercise or a combination thereof.
ARTICLE L - ADDITIONAL PROVISIONS.
1. The Board may, at any time, repeal this Plan and may amend it from time
to time except that no such amendment may amend this paragraph, increase the
aggregate number of shares subject to this Plan or reduce the price at which
stock options or stock appreciation rights may be granted, exercised or
surrendered, or alter the class of employees eligible to receive stock options.
The recipient of stock options and stock appreciation rights and the Company
shall be bound by any such amendments as of their effective dates, but if any
outstanding stock options or stock appreciation rights are affected, notice
thereof shall be given to the holders of such stock options and stock
appreciation rights and such amendments shall not be applicable to such holder
without his or her written consent. If this Plan is repealed in its entirety,
all theretofore granted unexercised stock options or stock appreciation rights
shall continue to be exercisable in accordance with their terms.
2. In case any stock option or stock appreciation right is surrendered
before exercise or for any reason other than exercise ceases to be exercisable,
except as specifically required by the terms of this Plan, the shares reserved
therefor shall continue to be set aside for, and be subject to, use under this
Plan.
3. Subsidiary means any company in which fifty percent (50%) or more of the
total combined voting power of all classes of stock is owned, directly or
indirectly, by the Company. In addition, the Board may designate for
participation in this Plan as a "subsidiary," except for the granting of
incentive stock options, those additional companies affiliated with the Company
in which the Company's direct or indirect stock ownership is less than fifty
percent (50%) of the total combined voting power of all classes of such
company's stock.
ARTICLE M - CONSENT.
Every recipient of a stock option or stock appreciation right granted under
this Plan shall be bound by the terms and provisions of this Plan and of the
stock option or stock appreciation right agreement referable thereto, and the
acceptance of any stock option or stock appreciation right agreement shall
constitute a binding agreement between the recipient and the Company and its
subsidiaries and any successors in interest to any of them.
ARTICLE N - DURATION OF THE PLAN.
This Plan will terminate on June 14, 1993 unless a different termination
date is fixed by action of the Board, but all stock options or stock
appreciation rights granted prior thereto may be exercised in accordance with
their terms.
ADDITIONAL INFORMATION
1. TAX EFFECTS
INCENTIVE STOCK OPTIONS
With regard to tax effects which may accrue to the optionee, counsel
advises that if the optionee has continuously been an employee from the
time an option has been granted until at least three months before it is
exercised, under existing law no taxable income results to the optionee
from the exercise of an incentive stock option at the time of exercise.
However, the spread at exercise is a "tax preference" item for alternative
minimum tax purposes.
Any gain realized on the sale or other disposition of stock acquired
on exercise of an incentive stock option is considered as long-term capital
gain for tax purposes if the stock has been held more than two years after
the date the option was granted and more than one year after the date of
exercise of the option. If the stock is disposed of within one year after
exercise, the lesser of any gain on such disposition or the spread at
exercise (i.e., the excess of the fair market value of the stock on the
date of exercise over the option price) is treated as ordinary income, and
any appreciation after the date of exercise is considered long-term or
short-term capital gain to the owner depending on the holding period prior
to sale. However, the spread at exercise (even if greater than the gain on
the disposition) is treated as ordinary income if the disposition is one on
which a loss, if sustained, is not recognized -- e.g., a gift, a "wash"
sale or a sale to a related party. The amount of ordinary income recognized
by the optionee is treated as a tax deductible expense to the Company. No
other amount relative to an incentive stock option is a tax deductible
expense to the Company.
NONSTATUTORY STOCK OPTIONS
With regard to tax effects which may accrue to the optionee, counsel
advises that under existing tax law gain taxable as ordinary income to the
optionee is deemed to be realized at the date of exercise of the option,
the gain on each share being the difference between the market price on the
date of exercise and the option price. This amount is treated as a tax
deductible expense to the Company at the time of the exercise of the
option. Any appreciation in the value of the stock after the date of
exercise is considered a long-term or short-term capital gain to the owner
depending on whether or not the stock was held for the appropriate holding
period prior to sale.
STOCK APPRECIATION RIGHTS
With regard to tax effects which may accrue to the recipient, counsel
advises that "United States persons," as defined in the Internal Revenue
Code of 1986 (the "I.R.C."), must recognize ordinary income as of the date
of exercise equal to the amount paid to the recipient, i.e., the difference
between the grant price and the value of the shares on the date of
exercise. For non-United States persons, the time when income is realized,
the measurement of such income, and its taxation will depend on the laws of
the particular country of which such persons are resident and/or citizens
at the time of grant or the time of exercise, as the case may be. There may
also be tax consequences with respect to an exercise by a United States
person under the laws of the particular country other than the United
States of which such person is a resident and/or citizen.
Notwithstanding the above advice received by the Company, it is each
individual recipient's responsibility to check with his or her personal tax
adviser as to the tax effects and proper handling of stock options, stock
appreciation rights and Common Stock acquired.
The Plan is not subject to the qualification requirements of Section
401(a) of the I.R.C.
2. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended.
3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-434) pursuant to the Exchange Act are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1999, December 31, 1999 and March 31, 2000;
and
3. All other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold.
All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
The Company will provide without charge to each optionee, upon the request
of the optionee, a copy of any or all of these documents other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents. In addition, the Company will provide without charge to
such optionees, a copy of the annual report and all reports, proxy statements,
and other communications distributed to its security holders generally. Requests
for such copies, or for additional information about the Plan or its
administrators, should be directed to Mr. Robert J. Thompson, Manager,
Shareholder Services, The Procter & Gamble Company, One Procter & Gamble Plaza,
Cincinnati, Ohio 45202, telephone: (513) 983-3413.