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Exhibit 10(d)
SUBJECT TO THE APPROVAL OF THE STOCKHOLDERS AT THEIR ANNUAL MEETING
ON APRIL 21, 1994
THE GILLETTE COMPANY
OUTSIDE DIRECTORS' STOCK OWNERSHIP PLAN
1. PURPOSE.
The purpose of The Gillette Company Outside Directors' Stock Ownership
Plan (the "Plan") is to advance the interests of the Company and its
shareholders by helping to attract and retain highly qualified outside
directors and providing compensation which aligns the interests of the
directors with those of the shareholders. The Plan shall be interpreted and
implemented in a manner so that eligible directors will not fail, by reason of
the Plan or its implementation, to be "disinterested persons" within the
meaning of Rule 16(b)3 of the Securities Exchange Act of 1934, as such Rule and
such Act may be amended.
2. DEFINITION.
Unless the context clearly indicates otherwise, the following terms
when used in the Plan shall have the meanings set forth in this section:
a. "Board of Directors" shall mean the Board of Directors of
the Company.
b. "Company" shall mean The Gillette Company, a Delaware corporation,
or its successor.
c. "Director" shall mean any member of the Board of Directors of the
Company who is not also an employee or officer of the Company or
any of its affiliates and who serves as a director on or after
January 1, 1994.
d. "Common Stock" shall mean the shares of common stock of the
Company, $1 par value per share.
e. "Dividend Reinvestment Plan" shall mean the Dividend Reinvestment
and Stock Purchase Plan maintained by the Company's transfer agent
for the Company's Common Stock.
f. "Retainer(s)" shall mean the annual retainer(s) paid quarterly, in
advance, to each Director for services on the Board of Directors.
3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
Common Stock may be shares of the Company's authorized but unissued
Common Stock, treasury shares of Common Stock or shares of Common Stock
purchased on the open market.
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4. ELIGIBILITY.
Only Directors of the Company shall participate in the Plan.
5. ACQUISITION OF COMMON STOCK.
With respect to all Director Retainers earned for Board service on and
after January 1, 1994, payment of fifty percent of all Retainers shall be made
in the form of Common Stock in accordance with provisions set out below and
further administrative procedures to be determined by the Personnel Committee
of the Board of Directors of the Company.
In the event that Common Stock is to be purchased on the open market on
behalf of the Director, the Company shall, on the first business day of each
quarter, transfer a sum of money for each Director equal to fifty percent of
his or her quarterly Retainer to an account established in the name of each
Director under the Dividend Reinvestment Plan. Such Retainers shall be used to
purchase Common Stock and the dividends paid thereon also shall be invested in
Common Stock all in accordance with the terms of the Dividend Reinvestment
Plan.
In the event that Common Stock is to be issued by the Company from its
authorized but unissued shares or from its treasury, the value of the shares
shall be based upon the average of the high and low prices for the Common Stock
as reported on the New York Stock Exchange composite index on the date that the
shares would otherwise have been purchased under the Dividend Reinvestment
Plan. Shares issued by the Company are to be deposited in the Director's
account under the Dividend Reinvestment Plan.
Notwithstanding the above, 50% of the Retainer(s) for Board service
payable on January 1 and April 1, 1994 shall be retained by the Company and
shall be used to purchase Common Stock on the open market on April 25, 1994
subject to approval of the Plan by the shareholders. Such shares shall be
deposited in the Dividend Reinvestment Plan account established for each
Director under this plan.
When a Director's service as a Director of the Company ceases the
Director may continue or terminate participation in the Dividend Reinvestment
Plan.
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6. GENERAL PROVISIONS.
a. No Director and no beneficiary or other person claiming under or
through such Director shall have any right, title or interest
by reason of this Plan or any share of Common Stock to any
particular assets of the Company. The Company shall not be
required to establish any fund or make any other segregation of
assets to assure the award of Common Stock hereunder.
b. No right under the Plan shall be subject to anticipation, sale,
assignment, pledge, encumbrance or charge except by will or the
law of descent and distribution.
c. Notwithstanding any other provision of the Plan or agreements made
pursuant hereto, the Company shall not be required to issue,
purchase or deliver any certificate for shares of Common Stock
under this Plan prior to fulfillment of all of the following
conditions:
1. Any required listing or approval upon notice of issuance or
purchase of such shares on any securities exchange on which
the Common Stock may then be traded.
2. Any registration or other qualification of such shares under
any state or federal law or regulation or other qualification
which the Board of Directors shall upon the advice of counsel
deem necessary or advisable.
3. The obtaining of any other required consent or approval or
permit from any state or federal government agency.
d. In no event shall the Company be required to issue a fractional
share hereunder.
e. The issuance to or purchase of shares for Directors or their legal
representatives shall be subject to any applicable taxes or other
laws or regulations of the United States of America or any state
having jurisdiction thereover.
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7. ADMINISTRATION.
This Plan shall be administered by the Personnel Committee of the Board
of Directors of the Company. The Committee shall have the authority,
consistent with the Plan to adopt, amend and rescind rules and regulations for
the administration of the Plan and for its own acts and proceedings and decide
all questions and settle all controversies and disputes which may arise in
connection with the Plan. The Personnel Committee may delegate any or all
responsibilities assigned to it. All decisions, determinations and
interpretations of the Personnel Committee or its delegates with respect to the
exercise of their respective responsibilities shall be binding on all parties
concerned.
8. EFFECTIVE DATE; TERMINATION AND AMENDMENT.
a. This Plan shall become effective upon its approval by the holders of
an affirmative majority of the votes properly cast at the 1994 Annual
Meeting of the shareholders of the Company. The term of the Plan
shall be indefinite.
b. The Board of Directors may terminate the Plan or make such
modifications or amendments to the Plan as it may deem advisable,
provided, however, that the Board of Directors may not amend the Plan:
(1) more often than once every six months, other than to comply with
changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder; and
(2) without the approval of the shareholders of the Company if such
approval is required to maintain the Plan's compliance under
Section 16 of the Securities and Exchange Act or is otherwise
required pursuant to any applicable law or rule.