Exhibit (10-4)
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ADDITIONAL REMUNERATION PLAN
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The Procter & Gamble Company
RESOLVED, That the following plan for additional remuneration of the
Chairman of the Board and such other officers and employees of The Procter &
Gamble Company and subsidiary companies who, in the opinion of the Chief
Executive, are largely responsible for the success and development of the
business, be and the same is hereby adopted providing for additions to their
compensation in relation to the consolidated profit of the Company for the
fiscal year and the contribution by those persons to the operation of the
Company. Such additional remuneration may be paid in recognition of the
contribution of such persons during that year, and/or their contribution to
earnings growth over the current and prior years. Credits to a fund established
for this purpose are to be based upon a percentage of the annual consolidated
profit of the companies.
1. Each fiscal year there shall be set aside in an additional remuneration
fund an amount equal to five percent of the consolidated profit before
providing for foreign and United States Federal Income Taxes, based on
income of The Procter & Gamble Company and its subsidiary companies
included in its Consolidated Statement of Profit and Loss for such fiscal
year, conditional upon there being left for consolidated net profit an
amount at least equal to the sum of the dividends on the outstanding
Preferred Stock of The Procter & Gamble Company, plus the sum of the
dividends on the outstanding Common Stock of The Procter & Gamble Company
for said fiscal year, prior deductions having been provided for of the full
amount of the contributions to the Profit Sharing Trust and Employee Stock
Ownership Plan; provided, however, that if at the end of any fiscal year
the full amount equal to said five percent cannot be set aside on account
of the condition above stated, then the amount to be set aside shall be
reduced to the extent necessary to meet said condition. Unawarded balances
in any year shall remain in said fund and be available in later years;
provided, however, that this Board reserves the right to withdraw from said
fund any unawarded balances or part thereof remaining after the award at
the end of any fiscal year.
2. For each fiscal year the Compensation Committee of the Board of Directors
shall determine the method of payment and the amount of the additional
remuneration to be awarded from said fund to each principal officer elected
by the Board of Directors. The Chief Executive shall determine which other
persons are to receive additional remuneration out of said fund and the
method of payment and the amount to be awarded to each.
3. Awards may be made by the Chief Executive to any employee, including
principal officers elected by the Board of Directors except the Chairman of
the Board, upon the termination of their employment or the granting of a
leave of absence where their last year of employment is less than the full
fiscal year. Normally such awards will be made only if the period of
employment for such fiscal year is three months or more. The Chief
Executive may delegate to an appropriate Vice President the authority to
make such awards to persons who are not principal officers.
4. The consolidated profit and the consolidated net profit of The Procter &
Gamble Company and the subsidiary companies consolidated for each year
shall be determined in accordance with generally accepted principles of
accounting and approved by the independent certified public accountants
selected by this Board, and no person who may, at any time, be selected to
share in the fund provided for in paragraph 1 above shall have any right to
question the consolidated profit or the consolidated net profit so
determined.
5. While the amount received by any one individual for any year under this
resolution shall be considered as earned remuneration in addition to salary
paid, it shall be understood that this plan does not give to any officer or
employee any contract rights, express or implied, against any Company for
any award from the Fund or for compensation in addition to the salary paid
to him, or any right to question the action of the Board of Directors, the
Compensation Committee or the Chief Executive.
6. This Board reserves the right to amend this plan at any time, but no
amendment shall affect any outstanding but unpaid awards.
7. This Board reserves the right to terminate this plan at any time during any
fiscal year and any unawarded balance remaining in the fund shall be
withdrawn.
8. This plan is an amendment of the Plan adopted by this Board on April 12,
1949, amended on September 12, 1950, June 14, 1960, June 13, 1961, June 10,
1975, March 13, 1979, May 13, 1980, April 14, 1981, July 12, 1983, June 11,
1985, and June 10, 1986, and June 14, 1988 and June 12, 1990 and all
provisions of said original plan which are not herein set forth are hereby
repealed. The effective date of this amendment shall be June 12, 1990, and
this Plan shall continue until terminated as provided in paragraph 7 above.
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ADDITIONAL REMUNERATION PLAN
----------------------------
The Procter & Gamble Company
RESOLVED, That the following plan for additional remuneration of the
Chairman of the Board and such other officers and employees of The Procter &
Gamble Company and subsidiary companies who, in the opinion of the Chief
Executive, are largely responsible for the success and development of the
business, be and the same is hereby adopted providing for additions to their
compensation in relation to the consolidated profit of the Company for the
fiscal year and the contribution by those persons to the operation of the
Company. Such additional remuneration may be paid in recognition of the
contribution of such persons during that year, and/or their contribution to
earnings growth over the current and prior years. Credits to a fund established
for this purpose are to be based upon a percentage of the annual consolidated
profit of the companies.
1. Each fiscal year there shall be set aside in an additional remuneration
fund an amount equal to five percent of the consolidated profit before
providing for foreign and United States Federal Income Taxes, based on
income of The Procter & Gamble Company and its subsidiary companies
included in its Consolidated Statement of Profit and Loss for such fiscal
year, conditional upon there being left for consolidated net profit an
amount at least equal to the sum of the dividends on the outstanding
Preferred Stock of The Procter & Gamble Company, plus the sum of the
dividends on the outstanding Common Stock of The Procter & Gamble Company
for said fiscal year, prior deductions having been provided for of the full
amount of the contributions to the Profit Sharing Trust and Employee Stock
Ownership Plan; provided, however, that if at the end of any fiscal year
the full amount equal to said five percent cannot be set aside on account
of the condition above stated, then the amount to be set aside shall be
reduced to the extent necessary to meet said condition. Unawarded balances
in any year shall remain in said fund and be available in later years;
provided, however, that this Board reserves the right to withdraw from said
fund any unawarded balances or part thereof remaining after the award at
the end of any fiscal year.
2. For each fiscal year the Compensation Committee of the Board of Directors
shall determine the method of payment and the amount of the additional
remuneration to be awarded from said fund to each principal officer elected
by the Board of Directors. The Chief Executive shall determine which other
persons are to receive additional remuneration out of said fund and the
method of payment and the amount to be awarded to each.
3. Awards may be made by the Chief Executive to any employee, including
principal officers elected by the Board of Directors except the Chairman of
the Board, upon the termination of their employment or the granting of a
leave of absence where their last year of employment is less than the full
fiscal year. Normally such awards will be made only if the period of
employment for such fiscal year is three months or more. The Chief
Executive may delegate to an appropriate Vice President the authority to
make such awards to persons who are not principal officers.
4. The consolidated profit and the consolidated net profit of The Procter &
Gamble Company and the subsidiary companies consolidated for each year
shall be determined in accordance with generally accepted principles of
accounting and approved by the independent certified public accountants
selected by this Board, and no person who may, at any time, be selected to
share in the fund provided for in paragraph 1 above shall have any right to
question the consolidated profit or the consolidated net profit so
determined.
5. While the amount received by any one individual for any year under this
resolution shall be considered as earned remuneration in addition to salary
paid, it shall be understood that this plan does not give to any officer or
employee any contract rights, express or implied, against any Company for
any award from the Fund or for compensation in addition to the salary paid
to him, or any right to question the action of the Board of Directors, the
Compensation Committee or the Chief Executive.
6. This Board reserves the right to amend this plan at any time, but no
amendment shall affect any outstanding but unpaid awards.
7. This Board reserves the right to terminate this plan at any time during any
fiscal year and any unawarded balance remaining in the fund shall be
withdrawn.
8. This plan is an amendment of the Plan adopted by this Board on April 12,
1949, amended on September 12, 1950, June 14, 1960, June 13, 1961, June 10,
1975, March 13, 1979, May 13, 1980, April 14, 1981, July 12, 1983, June 11,
1985, and June 10, 1986, and June 14, 1988 and June 12, 1990 and all
provisions of said original plan which are not herein set forth are hereby
repealed. The effective date of this amendment shall be June 12, 1990, and
this Plan shall continue until terminated as provided in paragraph 7 above.