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Accelerated filer
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Non-accelerated filer |
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Smaller reporting company
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Title of securities to be registered
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Amount
to be registered 1
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Proposed maximum offering price per unit2
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Proposed maximum aggregate offering price
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Amount of registration fee
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Common Stock
(without par value)
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150,000,000
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$121.93
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$18,289,500,000
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$2,373,977.10
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(1)
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Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this registration
statement also covers additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends, and similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h) of Rule 457 of the Securities Act on the
basis of the average of the high and low prices of the Common Stock on the New York Stock Exchange on October 2, 2019 within five business days prior to filing.
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1.
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The Registrant’s Annual Report on Form 10-K, filed August 6, 2019, for
the fiscal year ended June 30, 2019 (which incorporates by reference portions of the Registrant’s definitive Proxy Statement dated August 23, 2019 for the Registrant’s Annual Meeting of Shareholders held on October 8, 2019 and portions of its
Annual Report to Shareholders for the year ended June 30, 2019).
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2.
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The Company’s Current Reports on Form 8-K filed on July 9, 2019, July 30, 2019, July 30, 2019, October 8, 2019, and October 8, 2019.
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3.
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All other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be a part hereof from the dates of filing of such
reports and documents.
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5 |
Opinion of Counsel
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10 |
The Procter & Gamble 2019 Stock and Incentive Compensation Plan (“Plan”)
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23-1 |
Consent of Deloitte & Touche LLP
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23-2 |
Consent of Giles Roblyer, Esq., is contained in his opinion filed as Exhibit 5
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24 |
Power of Attorney
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Signature | Title | ||
* |
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
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David Taylor |
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Vice Chairman, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)
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Jon R. Moeller
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* |
Controller and Treasurer and Executive Vice President - Company Transition Leader (Principal Accounting
Officer)
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Valarie L. Sheppard
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* | Director | ||
Francis F. Blake
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* | Director | ||
Angela F. Braly
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* | Director | ||
Amy L. Chang
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* | Director | ||
Scott D. Cook
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* | Director |
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Joseph Jimenez |
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* | Director | ||
Terry J. Lundgren | |||
* | Director | ||
Christine M. McCarthy
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* | Director | ||
W. James McNerney, Jr.
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* | Director | ||
Nelson Peltz
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* | Director | ||
Margaret C. Whitman | |||
* | Director | ||
Patricia A. Woertz
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(a)
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Participant’s conviction of or plea of guilty or nolo contendere, or no contest, to a felony;
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(b)
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Participant’s willful misconduct;
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(c)
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Participant’s violation of a material written Company policy; or
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(d)
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Participant’s willful and continued failure or refusal to substantially perform essential job functions.
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(a)
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The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than 20% of either (A) the
then-outstanding Shares (“Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that, for purposes of this Section 2.8(a) the following acquisitions shall not constitute a Change in Control:
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(i)
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any acquisition by the Company,
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(ii)
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any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company,
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(iii)
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any acquisition by any entity controlled by the Company, or
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(iv)
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any acquisition by any entity pursuant to a transaction that complies with Sections 2.8(c)(i), (ii) and (iii).
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(b)
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Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a Director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Directors then comprising the
Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
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(c)
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Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company and/or any entity controlled
by the Company, or a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any entity controlled by the Company (each, a “Business
Combination”), in each case, provided, however, that, for purposes of this Section 2.8(c) a Business Combination shall not constitute a Change in Control if following such Business Combination:
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(i)
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all or substantially all of the individuals and entities that were the beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting
power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, an entity that, as a
result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; and
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(ii)
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no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from
such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination; and
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(iii)
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at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.
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(d)
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Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
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(a)
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a material reduction in the Participant’s total compensation (defined as the sum of base salary, target annual bonus, and target long-term incentive award);
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(b)
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a material diminution in the Participant’s duties, responsibilities or authority; or
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(c)
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a relocation of more than 50 miles from the Participant’s principal office location.
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(a)
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To determine from time to time which of the persons eligible under the Plan shall be granted Awards, when and how each Award shall be granted, what type or combination
of types of Awards shall be granted, the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Shares pursuant to an Award and the number of Shares subject to
an Award;
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(b)
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To construe and interpret the Plan and Awards granted under it, and to establish, amend, and revoke rules and regulations for its administration. The Committee, in the
exercise of this power, may correct any defect, omission or inconsistency in the Plan or in an Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective;
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(c)
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To approve forms of Award Agreements for use under the Plan;
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(d)
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To determine Fair Market Value of a Share in accordance with the definition of “Fair Market Value” in Article 2 of the Plan;
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(e)
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To amend the Plan or any Award Agreement as provided in the Plan;
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(f)
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To adopt sub-plans and/or special provisions applicable to Awards regulated by the laws of a jurisdiction other than the United States. Such sub-plans and/or special
provisions may take precedence over other provisions of the Plan, but unless otherwise superseded by the terms of such sub-plans and/or special provisions, the provisions of the Plan shall govern;
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(g)
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To authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Board;
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(h)
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To determine whether Awards will be settled in Shares, cash or in any combination thereof;
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(i)
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To determine whether Awards will provide for Dividend Equivalents;
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(j)
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To establish a program whereby Participants designated by the Committee may reduce compensation otherwise payable in cash in exchange for Awards under the Plan;
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(k)
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To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any sales or other subsequent transfers of any Shares
by a Participant, including, without limitation, restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales or other transfers;
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(l)
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To authorize the Company to charge a reasonable administrative fee for the exercise of any Option; and
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(m)
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To waive the requirements of Article 6 at the time an Award is granted.
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(a)
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all Options and Stock Appreciation Rights shall be counted against Shares available on a one for one basis;
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(b)
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all full value Awards to be settled in Shares shall be counted as 5 Shares for each Share awarded;
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(c)
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except as provided in clause (d), any Shares that are related to an Award granted under this Plan or Prior Plans that terminates by expiration, forfeiture, cancellation
or otherwise without the issuance of the Shares, are settled in cash in lieu of Shares, or is exchanged with the Committee’s permission, prior to the issuance of Shares, for an Award not involving Shares shall be available again for grant
under this Plan;
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(d)
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any Award Shares tendered, exchanged or withheld to cover Option exercise costs, any Award Shares withheld to cover taxes, and all Shares underlying an Award of Stock
Appreciation Rights once such Stock Appreciation Rights are exercised, shall be taken into account as Shares issued under this Plan; and
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(e)
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any Award Shares granted by the Company in assumption of, or in substitution or exchange for, awards previously granted by a company acquired by the Company or a
Subsidiary, or with which the Company or a Subsidiary combines, shall not reduce the maximum aggregate number of Shares available for issuance under the Plan (to the extent permitted under applicable stock exchange rules), and available
shares of stock under a shareholder-approved stock compensation plan of any such acquired company or company with which the Company or a Subsidiary combines (as adjusted to reflect the transaction) may be used for Awards under the Plan and
shall not reduce the number of Shares available under the Plan (to the extent permitted by applicable stock exchange rules).
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(a)
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In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock
dividend, stock split, reverse stock split, split up, spin-off, distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, extraordinary cash dividend or any other similar corporate event
or transaction (“Corporate Transaction”), the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust, as applicable, (i) the number and kind of Shares that may be issued
under this Plan or under particular forms of Awards, (ii) the number and kind of Shares subject to outstanding Awards, (iii) the Option Price or Grant Price applicable to outstanding Awards, and (iv) the Annual Award Limits and other value
determinations applicable to outstanding Awards. The Committee, in its discretion, shall determine the methodology or manner of making such substitution or adjustment.
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(b)
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In addition to the adjustments permitted under paragraph (a) above, the Committee, in its sole discretion, may make such other adjustments or modifications in the terms
of any Awards that it deems appropriate to reflect any Corporate Transaction, including, but not limited to, modifications of performance goals and changes in the length of performance periods, provided that no such adjustment or
modification shall have the effect of materially and adversely reducing Participant’s rights and opportunities with respect to outstanding Awards.
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(c)
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The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.
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(a)
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Non-employee Directors, and
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(b)
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those Employees who, in the opinion of the Committee, have demonstrated a capacity for contributing in a substantial manner to the success of the Company and its
Subsidiaries,
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(a)
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The right to exercise any Option or Stock Appreciation Right shall be conditional upon certification by the Participant at time of exercise whether the Participant
either intends to remain in the employ of the Company or one of its Subsidiaries for at least one (1) year following the date of exercise of the Option or SAR or intends to leave the Company or one of its Subsidiaries within one (1) year
following the date of exercise of the Option or SAR, but has no intention to engage in any activity that would violate the non-compete provisions of Article 6.
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(b)
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To better protect the goodwill of the Company and its affiliates and Subsidiaries and to prevent the disclosure of the Company’s or its affiliates’ or Subsidiaries’
confidential and proprietary trade secret information and thereby help ensure the long-term success of the business, the Participant, without prior written consent of the Chief Human Resources Officer and Chief Legal Officer of the Company,
will not engage in any activity or provide any services, whether as a director, owner (other than as a passive investor holding less than 5% of an enterprise), manager, supervisor, employee, adviser, consultant or otherwise, for a period of
two (2) years following the date of the Participant’s Termination of Employment, in connection with 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 its affiliates or Subsidiaries (including both existing products as well as products known to the Participant, as a consequence of the Participant’s employment with the Company or one of its affiliates or
Subsidiaries, to be in development) in any jurisdiction throughout the world, it being acknowledged that the Company’s business activities are global in nature:
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(i)
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with respect to which the Participant’s work has been directly concerned at any time during the two (2) years preceding Termination of Employment, or
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(ii)
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with respect to which the Participant, as a consequence of the Participant’s job performance and duties, acquired knowledge of confidential and proprietary trade secret
information of the Company or its affiliates or Subsidiaries.
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(c)
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To better protect the Company’s investment in its employees and to ensure the long-term success of the business, the Participant, without prior written consent of the
Company, will not attempt, directly or indirectly, to induce any employee of the Company or its affiliates or Subsidiaries to be employed or perform services elsewhere or attempt directly or indirectly to solicit the trade or business of
any customer or partner of the Company or its affiliates or Subsidiaries for a period of five (5) years following the date of the Participant’s Termination of Employment.
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(d)
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Subject to the provisions of Section 6.1(h), because a main purpose of the Plan is to strengthen the alignment of interests between employees of the Company (including
all affiliates and Subsidiaries) and its shareholders to ensure the continued success of the Company, the Participant will not take any action that is significantly contrary to the best interests of the Company or its affiliates or
Subsidiaries. For purposes of this Section 6.1(d), an action taken “significantly contrary to the best interests of the Company or its affiliates or Subsidiaries” includes without limitation any action taken or threatened by the Participant
that the Committee determines has, or is reasonably likely to have, a significant adverse impact on the reputation, goodwill, stability, operation, personnel retention and management, or business of the Company or any affiliate or
Subsidiary.
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(e)
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Subject to the provisions of Section 6.1(h), the provisions of this Article 6 are not in lieu of, but are in addition to, the continuing obligation of the Participant
(which the Participant acknowledges by accepting any Award under the Plan) to not use or disclose the Company's or its affiliates’ or Subsidiaries' confidential and proprietary trade secret information known to the Participant until any
particular confidential and proprietary trade secret information becomes generally known (through no fault of the Participant), whereupon the restriction on use and disclosure shall cease as to that item. Information regarding products in
development, in test marketing or being marketed or promoted in a discrete geographic region, which information the Company or one of its affiliates or Subsidiaries is considering for broader use, shall not be deemed generally known until
such broader use is actually commercially implemented. As used in this Article 6, "generally known" means known throughout the domestic U. S. industry or, in the case of Participants who have job responsibilities outside of the United
States, the appropriate foreign country or countries' industry.
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(f)
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Subject to the provisions of Section 6.1(h), by acceptance of any Award granted under the terms of the Plan, the Participant acknowledges that if the Participant were,
without authority, to use or disclose the Company’s or any of its affiliates’ or Subsidiaries’ confidential and proprietary trade secret information or threaten to do so or violate or threaten to violate any other covenant of this Article
6, the Company or one of its affiliates or Subsidiaries would be entitled to injunctive and other appropriate relief to prevent the Participant from doing so. The Participant acknowledges that the harm caused to the Company by the breach or
anticipated breach of this Article 6 is by its nature irreparable because, among other things, it is not readily susceptible of proof as to the monetary harm that would ensue. The Participant consents that any interim or final equitable
relief entered by a court of competent jurisdiction shall, at the request of the Company or one of its affiliates or Subsidiaries, be entered on consent and enforced by any court having jurisdiction over the Participant, without prejudice
to any rights either party may have to appeal from the proceedings which resulted in any grant of such relief.
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(g)
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Subject to the provisions of Section 6.1(h), the Participant acknowledges that if the Participant is subject to the Company’s Executive Officer Recoupment Policy or any
successor policy, then such policy applies with respect to Awards under this Plan and is in addition to all other restrictions and remedies set forth in this Article 6.
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(h)
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Notwithstanding the requirements of confidentiality contained in this Article 6, the federal Defend Trade Secrets Act of 2016 immunizes the Participant against criminal
and civil liability under federal or state trade secret laws for Participant’s disclosure of trade secrets that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney
solely for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (iii) to the Participant’s attorney for
use in a lawsuit alleging retaliation for reporting a suspected violation of law, provided that any document containing the trade secret is filed under seal and Participant does not otherwise disclose the trade secret, except pursuant to
court order. Additionally, nothing contained in this Article 6 prohibits the Participant from: (1) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or
entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, or any agency Inspector General; (2) making any other disclosures that are protected under the
whistleblower provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange Commission and/or
the Occupational Safety and Health Administration. The Participant does not need prior authorization from the Company to make any such reports or disclosures, and is not required to notify the Company about such disclosures.
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(i)
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If any of the provisions contained in this Article 6 shall for any reason, whether by application of existing law or law which may develop after the Participant’s
acceptance of an Award under the Plan be determined by a court of competent jurisdiction to be overly broad as to scope of activity, duration, or territory, the Participant agrees to join the Company or any of its affiliates or Subsidiaries
in requesting such court to construe such provision by limiting or reducing it so as to be enforceable to the extent compatible with then applicable law. If any one or more of the terms, provisions, covenants, or restrictions of this
Article 6 shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants, and restrictions of this Article 6 shall remain in full force and effect and
shall in no way be affected, impaired, or invalidated.
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(a)
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In cash or its equivalent;
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(b)
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By a cashless (broker-assisted) exercise;
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(c)
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By any combination of (a) and (b); or
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(d)
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Any other method approved or accepted by the Committee in its sole discretion.
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(a)
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The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price.
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(b)
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The number of Shares with respect to which the SAR is exercised.
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(a)
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Restrictions based upon the achievement of specific performance goals; and/or
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(b)
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Time-based restrictions.
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(a)
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Restrictions based upon the achievement of specific performance goals; and/or
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(b)
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Time-based restrictions.
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(a)
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The Committee may grant Other Stock-Based Awards not otherwise described by the terms of this Plan to a Participant in such amounts and subject to such terms and
conditions, as the Committee shall determine, in its sole discretion. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares.
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(b)
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The Committee may grant Cash-Based Awards not otherwise described by the terms of this Plan to a Participant in such amounts and subject to such terms and conditions,
as the Committee shall determine, in its sole discretion.
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(c)
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Each grant of Other Stock-Based Awards and Cash-Based Awards shall be evidenced by an Award Agreement, except to the extent determined by the Committee.
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(a)
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Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee, in its sole discretion.
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(b)
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Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee, in its sole discretion. If the Committee exercises its discretion
to establish performance goals, the value of Cash-Based Awards that shall be paid to the Participant will depend on the extent to which such performance goals are met.
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(a)
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the individuals to whom the Options or Stock Appreciation Rights have been transferred pursuant to Section 15.1 shall have the privilege of exercising remaining
Options, Stock Appreciation Rights or parts thereof, whether or not exercisable on the date of death of such Participant, at any time prior to the expiration date of the Options or Stock Appreciation Rights; and
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(b)
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the duly appointed executors and administrators of the estate of the deceased Participant shall have the same rights and obligations with respect to the Options and
Stock Appreciation Rights as legatees or distributees would have after distribution to them from the Participant’s estate.
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(a)
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The extent to which a Participant shall vest in or forfeit such Award following the Participant’s Termination of Employment or Termination of Directorship, as
applicable.
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(b)
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With respect to an Award in the form of an Option or SAR, the extent to which a Participant shall have the right to exercise the Option or SAR following the
Participant’s Termination of Employment or Termination of Directorship, as applicable.
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(a)
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Any outstanding and non-vested Options, SARs, Restricted Stock, RSUs, Performance Stock Units, Cash-Based Awards and Other Stock-Based Awards granted to the Participant
shall be forfeited as of the Participant’s Termination of Employment or Directorship; and
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(b)
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Any vested and unexercised Options and SARs, vested but not settled RSUs, earned but not settled Performance Stock Units, and earned and/or vested Cash-Based Awards and
Other Stock-Based Awards granted to the Participant shall be forfeited as of the Participant’s Termination of Employment or Directorship.
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(a)
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a Participant’s employment or directorship is involuntarily terminated for reasons other than for Cause; or,
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(b)
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a Participant who is an Employee terminates his or her employment for Good Reason.
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(a)
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the Participant has provided the Company with a written notice of his or her intent to terminate employment for Good Reason within sixty (60) days of the
Participant becoming aware of the circumstances giving rise to Good Reason; and
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(b)
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the Participant allows the Company thirty (30) days to remedy such circumstances to the extent curable.
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(a)
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Options and SARs are converted into a replacement Award in a manner that complies with Code Section 409A;
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(b)
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RSUs and Restricted Stock are converted into a replacement Award covering a number of shares of the entity effecting the Change in Control (or a successor or parent
corporation), as determined in a manner substantially similar to the treatment of an equal number of Shares covered by the Award; provided that to the extent that any portion of the consideration received by holders of Shares in the Change
in Control transaction is not in the form of the common stock of such entity (or a successor or parent corporation), the number of shares covered by the replacement Award shall be based on the average of the high and low selling prices of
the common stock of such entity (or a successor or parent corporation) on the established stock exchange on the trading day immediately preceding the date of the Change in Control;
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(c)
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the replacement Award contains provisions for scheduled vesting, treatment on Termination of Employment or Termination of Directorship (including the definitions of
“Cause” and “Good Reason”), and, if applicable, performance measures and associated target levels and payout factors that are no less favorable to the Participant than the underlying Award being replaced, and all other terms of the
replacement Award (other than the security and number of shares represented by the replacement Award) are substantially similar to the underlying Award; and
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(d)
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the security represented by the replacement Award is of a class that is publicly held and widely traded on an established stock exchange.
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(a)
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Upon the occurrence of a Change in Control, Awards under the Plan that are not Assumed by the person(s) or entity(s) effecting the Change in Control shall become fully
vested and exercisable on the date of the Change in Control, any restrictions that apply to such Awards shall lapse, and any performance-based Award shall be deemed to be satisfied based on actual performance through the date of the Change
in Control if such performance is determinable in the judgement of the Committee, and based on target level performance if actual performance is not determinable. Payment with respect to such Awards shall be made as follows:
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(i)
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For each Option and SAR, the Participant shall receive a payment equal to the difference between the consideration (consisting of cash or other property, including
securities of a successor or parent corporation) received by holders of Shares in the Change in Control transaction and the exercise price of the applicable Option or SAR, if such difference is positive. Such payment shall be made in the
same form as the consideration received by holders of Shares. Any Options or SARs with an exercise price that is higher than the per share consideration received by holders of Shares in connection with the Change in Control shall be
cancelled for no additional consideration.
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(ii)
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For each Share of Restricted Stock, RSU, or Performance Stock Unit, the Participant shall receive the consideration (consisting of cash or other property, including
securities of a successor or parent corporation) that such Participant would have received in the Change in Control transaction had he or she been, immediately prior to such transaction, a holder of the number of Shares equal to the number
of Shares covered by the Restricted Stock, RSUs, or Performance Stock Units (based on actual performance through the date of the Change in Control if such performance is determinable in the judgement of the Committee, and based on target
level performance if actual performance is not determinable).
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(b)
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The payments contemplated by clauses (a) (i) and (ii) of this Section 17.3 shall be made upon or as soon as practicable following the Change in Control, provided,
however, that with respect to any Award that is subject to Code Section 409A, if the Change in Control is not also a “change in control event” within the meaning of Section 409A, the payment shall be made on the date payment would have been
made had the Change in Control not occurred.
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(a)
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Subject to subparagraphs (b) and (c) of this Section 19.1 and Section 19.3 of the Plan, the Board or the Committee may at any time amend or terminate the Plan or amend
or terminate any outstanding Award.
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(b)
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Except as provided for in Section 4.5, the terms of an outstanding Award may not be amended, without prior shareholder approval, to:
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(i)
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reduce the Option Price of an outstanding Option or to reduce the Grant Price of an outstanding SAR,
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(ii)
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cancel an outstanding Option or SAR in exchange for other Options or SARs with an Option Price or Grant Price, as applicable, that is less than the Option Price of the
cancelled Option or the Grant Price of the cancelled SAR, as applicable, or
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(iii)
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cancel an outstanding Option with an Option Price that is less than the Fair Market Value of a Share on the date of cancellation or cancel an outstanding SAR with a
Grant Price that is less than the Fair Market Value of a Share on the date of cancellation in exchange for cash or another Award.
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(c)
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Notwithstanding the foregoing, no amendment of this Plan shall be made without shareholder approval if shareholder approval is required pursuant to rules promulgated by
any stock exchange or quotation system on which Shares are listed or quoted or by applicable U.S. state corporate laws or regulations, applicable U.S. federal laws or regulations and the applicable laws of any foreign country or
jurisdiction where Awards are, or will be, granted under the Plan.
|
(a)
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Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
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(b)
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Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company
determines to be necessary or advisable.
|
(a)
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Determine which Subsidiaries shall be covered by this Plan;
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(b)
|
Determine which Employees or Directors outside the United States are eligible to participate in this Plan;
|
(c)
|
Modify the terms and conditions of any Award granted to Employees or Directors outside the United States to comply with applicable foreign laws;
|
(d)
|
Establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any sub-plans and
modifications to Plan terms and procedures established under this Section 21.8 by the Committee shall be attached to this Plan document as appendices; and
|
(e)
|
Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or
approvals.
|
|
|
|
|
|
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/s/ Deloitte & Touche LLP |
|
|
Cincinnati, Ohio
|
|
|
October 8, 2019
|
(i)
|
the Registration Statement on Form S-8 (the “Form S-8 Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of Common Shares of the Registrant issuable in connection with The Procter
& Gamble 2019 Stock and Incentive Compensation Plan (the “Plan”), as may be revised in accordance with the Company resolution entitled “Authorize Filing of S-8 Registration Statement for The Procter & Gamble 2019 Stock and Incentive
Compensation Plan;”
|
(ii)
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any and all amendments, including post-effective amendments, and exhibits to the Form S-8 Registration Statement; and
|
(iii)
|
any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the securities covered by the Form S-8 Registration
Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said director and/or officer, hereby
ratifying and approving the acts of said attorney.
|
Signature | Title | |
/s/ David Taylor |
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
|
|
David Taylor |
||
/s/ Jon R. Moeller |
Vice Chairman, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)
|
|
Jon R. Moeller
|
||
/s/ Valarie L. Sheppard |
Controller and Treasurer and Executive Vice President - Company Transition Leader (Principal Accounting
Officer)
|
|
Valarie L. Sheppard
|
||
/s/ Francis F. Blake |
Director | |
Francis F. Blake |
||
/s/ Angela F. Braly | Director | |
Angela F. Braly
|
||
/s/ Amy L. Chang |
Director | |
Amy L. Chang
|
||
/s/ Scott D. Cook | Director | |
Scott D. Cook
|
||
/s/ Joseph Jimenez |
Director | |
Joseph Jimenez |
||
/s/ Terry J. Lundgren | Director | |
Terry J. Lundgren | ||
/s/ Christine M. McCarthy | Director | |
Christine M. McCarthy
|
||
/s/ W. James McNerney, Jr. | Director | |
W. James McNerney, Jr.
|
|
|
/s/ Nelson Peltz |
Director | |
Nelson Peltz
|
||
/s/ Margaret C. Whitman | Director | |
Margaret C. Whitman | ||
/s/ Patricia A. Woertz | Director | |
Patricia A. Woertz |