Exhibit (10-5)
--------------
DEFERRED COMPENSATION PLAN FOR DIRECTORS
----------------------------------------
Principal Features of Plan
--------------------------
1) Effective Date - October 1, 1980.
2) Eligibility - All outside Directors.
3) Amounts Available for Deferral - All or part of retainer and meeting fees.
4) Period of Deferral - Until retirement as Director or after Director's
seventy-first birthday, at option of Director.
5) Valuation of Deferred Compensation Account - The amounts deferred will earn
hypothetical interest compounded monthly from date of deferral until
December 31 of year prior to year of payment. Interest will be payable on
the basis of the prime rate in effect at Morgan Guaranty at time of
crediting.
6) Payment Options - Lump sum or up to 5 annual installments, paid or
commencing January 15 of year following year of retirement as Director or
the January 15 following the Director's 71st birthday, as elected. All
payments are in cash.
7) Death of Director - Payment made in lump sum to beneficiary designated by
Director, or if no designation, to Director's estate.
8) Administration - Administrator is Secretary of Company.
9) Amendment or Termination - Board of Directors, or Executive Committee of the
Board, can amend or terminate at any time so long as vested rights are not
interfered with.
THE PROCTER & GAMBLE COMPANY
----------------------------
DEFERRED COMPENSATION PLAN FOR DIRECTORS
----------------------------------------
1. Name and Purpose - This plan shall be known as The Procter & Gamble Company
Deferred Compensation Plan for Directors ("Plan"). It is the purpose of this
Plan to enable certain Directors of The Procter & Gamble Company ("Company")
to elect to defer some or all of the fees which may be payable to the
Director for future services to be performed by him/her on this Board of
Directors or any committee thereof.
2. Eligibility - Any Director of the Company who is not also an employee of the
Company or of a subsidiary of the Company shall be eligible to participate
in the Plan.
3. Compensation Eligible for Deferral - Any eligible Director ("Participant")
may elect to defer receipt of all or a specified portion of the compensation
(exclusive of expense reimbursements) otherwise payable to him/her for
serving on the Board of Directors of the Company or for attending meetings
or Committee meetings thereof. Such compensation shall be credited to the
Participant's Deferred Compensation Account described hereafter on the date
the compensation would otherwise be payable.
4. Deferred Compensation Account - There shall be established for each
Participant who so elects a Deferred Compensation Account. Interest shall be
credited to such Account on the last day of each month by applying the prime
rate of Morgan Guaranty Trust Company of New York then in effect to the
balance in such Account on the first day of the month in question. All
interest so credited shall become part of the balance of such Account at the
close of business on the day of crediting.
5. Value of Deferred Compensation Account - the value of each Participant's
Deferred Compensation Account will include the compensation deferred plus
accumulated interest credited to such Account to the date of withdrawal. For
this purpose, the date of withdrawal shall be deemed to be the last day of
the month preceding payment in accordance with this Plan.
6. Time of Election of Deferral - An election to defer compensation must be
made prior to the time such compensation is earned. Once made, an election
shall continue in effect until the end of the Participant's service as a
Director or until the Company is notified in writing of the cancellation of
the election, whichever shall occur first.
7. Manner of Electing Deferral - A Participant may elect to defer compensation
by giving notice to the Secretary of the Company on a form provided by it.
Such notice shall include:
A. The type, e.g. retainer, meeting fees, or both, and the amount or
percentage of compensation to be deferred.
B. An election of a lump sum payment or a number of annual installments
(not to exceed 5) for the payment of the deferred compensation.
C. The date of the first installment payment, which shall be either
January 15 in the year following the year in which service as a Director
terminates or the January 15 following the electing Director's 71st
birthday.
8. Beneficiary Designation - A Participant may, from time to time, furnish a
form to the Secretary of the Company designating any person or persons to
whom payments are to be made if the Participant dies before receiving
payment of all amounts due hereunder. A beneficiary designation form will be
effective only after the signed form is filed with the Secretary of the
Company while the Participant is alive but will cancel any beneficiary
designation forms signed and filed earlier.
9. Manner of Payment - No withdrawal may be made from the Participant's
Deferred Compensation Account except as provided in this section. The value
of a Participant's Deferred Compensation Account is payable in cash in
either a lump sum or in annual installments as provided in paragraph 7. If
annual installments are elected, the amount of each payment shall be a
fraction of the value of the Participant's Deferred Compensation Account as
of December 31 of the year preceding payment, the numerator of which is 1
and the denominator of which is the total number of installments elected
minus the number of installments previously paid.
In the event of a Participant's death, the value of his/her Deferred
Compensation Account (including accrued interest) determined as of the date
of death shall be paid in cash in a single payment to the beneficiary
previously designated by the Participant, or to his/her estate if no
beneficiary has been designated, on the first January 15 or July 15
following such death or as soon as reasonably possible thereafter.
10. Participant's Rights - The right of any Participant to receive payments
under the provisions of this Plan shall be unsecured claim against the
general assets of the Company. The right of a Participant to receive
payments of deferred compensation as provided in this Plan shall not be
assigned, transferred, pledged or encumbered or be subject in any manner to
alienation or anticipation.
11. Statement of Account - Statements will be sent to Participants during
February of each year as to the value of their Deferred Compensation
Accounts as of the end of December of the previous year.
12. Administration - The Administrator of this Plan shall be the Secretary of
the Company. The Administrator shall have authority to adopt rules and
regulations for carrying out the Plan and to interpret, construe and
implement provisions thereof. Decisions by the Administrator as to
interpretation of the Plan shall be binding and conclusive on all affected
parties.
13. Governing Law - The provisions of this Plan shall be interpreted and
construed in accordance with the laws of the State of Ohio.
14. Amendment and Termination - The Plan shall become effective October 1, 1980.
It may at any time be amended, modified or terminated by the Board of
Directors, or the Executive Committee of the Board of Directors, of the
Company. No amendment, modification or termination shall, without the
consent of the Participant, adversely affect such Participant's rights with
respect to amounts theretofore accrued in his/her Deferred Compensation
Account.
Attachment
THE PROCTER & GAMBLE COMPANY
----------------------------
DEFERRED COMPENSATION PLAN FOR DIRECTORS
----------------------------------------
To: The Procter & Gamble Company
In accordance with the provisions of The Procter & Gamble Company Deferred
Compensation Plan for Directors, I hereby elect to defer future compensation
(excluding expense reimbursements) otherwise payable to me for services as a
Director of The Procter & Gamble Company. This election shall remain in effect
until cancelled by me in writing delivered to the Secretary of the Company.
Amount of Deferral (fill in one):
$___________________ (amount per year)
or
____________________ (percentage per year -- up to 100%)
=== Retainer Fee
=== Meeting Fees
The compensation deferred is to be paid to me in cash in __________ (insert
number not to exceed five) annual installments, the first of which is to be made
on (choose one)
---
___ the January 15 of the calendar year following the year in
which my services terminate.
---
___ the January 15 following ______________________, 19__
(my 71st birthday).
If I die before receiving all of the deferred payments due me, the value of my
deferred compensation account shall be paid in a single payment to the
beneficiary(ies) designated by me, or if no beneficiary(ies) has (have) been
designated, to my estate. This election is subject to the terms of The Procter &
Gamble Company Deferred Compensation Plan for Directors, adopted September 9,
1980 and on file with the records of the Company.
Received on the ______________ day ___________________________________
of_________________________, 19__, Signature of Director
on behalf of The Procter &
Gamble Company Date_______________________________
By_______________________________
Secretary
THE PROCTER & GAMBLE COMPANY
----------------------------
DEFERRED COMPENSATION PLAN FOR DIRECTORS
----------------------------------------
In case of my death while a Participant in this Plan, I hereby designate as my
beneficiary(ies) to whom payments shall be made as provided in the Plan:
Name Relationship Address Proportion to Each
---- ------------ ------- ------------------
-------------------------------------------------------------------------------
I understand that the above designation(s) shall remain in effect until I give
written notice of change to the Secretary of The Procter & Gamble Company.
NOTE:
----
1. Many states have laws bearing on beneficiary designations. Participants
may desire to consult their advisors before making a designation.
2. Write name of beneficiary in full. If a married woman, show her given,
maiden and surname; thus, Mary Williamson Smith, not Mrs. John Smith.
3. Suggested Beneficiary Designations:
Mary Williamson Smith Wife 1 Main Ave., Milwaukee, Wis. 100%
or
Mary Williamson Smith Wife " " 100%
If she survives me, otherwise
My children, per stirpes* Equally
or
My Estate
*This provides that if any of the children should predecease the
Participant or former Participant, that child's share will go to
his/her children.
I understand that the value of my Deferred Compensation Account (including
accrued interest) determined as of the date of death will be paid in cash in a
single payment to the beneficiary(ies) designated above in accordance with the
terms of the Plan.
Signature__________________________
Director
Date Signed________________________
Acknowledgment:
Received as of__________________________________
Signature_______________________________________
Secretary, The Procter & Gamble Company
This Form should be submitted in duplicate. One copy will be returned for your
records after acknowledgment by the Secretary.
--------------
DEFERRED COMPENSATION PLAN FOR DIRECTORS
----------------------------------------
Principal Features of Plan
--------------------------
1) Effective Date - October 1, 1980.
2) Eligibility - All outside Directors.
3) Amounts Available for Deferral - All or part of retainer and meeting fees.
4) Period of Deferral - Until retirement as Director or after Director's
seventy-first birthday, at option of Director.
5) Valuation of Deferred Compensation Account - The amounts deferred will earn
hypothetical interest compounded monthly from date of deferral until
December 31 of year prior to year of payment. Interest will be payable on
the basis of the prime rate in effect at Morgan Guaranty at time of
crediting.
6) Payment Options - Lump sum or up to 5 annual installments, paid or
commencing January 15 of year following year of retirement as Director or
the January 15 following the Director's 71st birthday, as elected. All
payments are in cash.
7) Death of Director - Payment made in lump sum to beneficiary designated by
Director, or if no designation, to Director's estate.
8) Administration - Administrator is Secretary of Company.
9) Amendment or Termination - Board of Directors, or Executive Committee of the
Board, can amend or terminate at any time so long as vested rights are not
interfered with.
THE PROCTER & GAMBLE COMPANY
----------------------------
DEFERRED COMPENSATION PLAN FOR DIRECTORS
----------------------------------------
1. Name and Purpose - This plan shall be known as The Procter & Gamble Company
Deferred Compensation Plan for Directors ("Plan"). It is the purpose of this
Plan to enable certain Directors of The Procter & Gamble Company ("Company")
to elect to defer some or all of the fees which may be payable to the
Director for future services to be performed by him/her on this Board of
Directors or any committee thereof.
2. Eligibility - Any Director of the Company who is not also an employee of the
Company or of a subsidiary of the Company shall be eligible to participate
in the Plan.
3. Compensation Eligible for Deferral - Any eligible Director ("Participant")
may elect to defer receipt of all or a specified portion of the compensation
(exclusive of expense reimbursements) otherwise payable to him/her for
serving on the Board of Directors of the Company or for attending meetings
or Committee meetings thereof. Such compensation shall be credited to the
Participant's Deferred Compensation Account described hereafter on the date
the compensation would otherwise be payable.
4. Deferred Compensation Account - There shall be established for each
Participant who so elects a Deferred Compensation Account. Interest shall be
credited to such Account on the last day of each month by applying the prime
rate of Morgan Guaranty Trust Company of New York then in effect to the
balance in such Account on the first day of the month in question. All
interest so credited shall become part of the balance of such Account at the
close of business on the day of crediting.
5. Value of Deferred Compensation Account - the value of each Participant's
Deferred Compensation Account will include the compensation deferred plus
accumulated interest credited to such Account to the date of withdrawal. For
this purpose, the date of withdrawal shall be deemed to be the last day of
the month preceding payment in accordance with this Plan.
6. Time of Election of Deferral - An election to defer compensation must be
made prior to the time such compensation is earned. Once made, an election
shall continue in effect until the end of the Participant's service as a
Director or until the Company is notified in writing of the cancellation of
the election, whichever shall occur first.
7. Manner of Electing Deferral - A Participant may elect to defer compensation
by giving notice to the Secretary of the Company on a form provided by it.
Such notice shall include:
A. The type, e.g. retainer, meeting fees, or both, and the amount or
percentage of compensation to be deferred.
B. An election of a lump sum payment or a number of annual installments
(not to exceed 5) for the payment of the deferred compensation.
C. The date of the first installment payment, which shall be either
January 15 in the year following the year in which service as a Director
terminates or the January 15 following the electing Director's 71st
birthday.
8. Beneficiary Designation - A Participant may, from time to time, furnish a
form to the Secretary of the Company designating any person or persons to
whom payments are to be made if the Participant dies before receiving
payment of all amounts due hereunder. A beneficiary designation form will be
effective only after the signed form is filed with the Secretary of the
Company while the Participant is alive but will cancel any beneficiary
designation forms signed and filed earlier.
9. Manner of Payment - No withdrawal may be made from the Participant's
Deferred Compensation Account except as provided in this section. The value
of a Participant's Deferred Compensation Account is payable in cash in
either a lump sum or in annual installments as provided in paragraph 7. If
annual installments are elected, the amount of each payment shall be a
fraction of the value of the Participant's Deferred Compensation Account as
of December 31 of the year preceding payment, the numerator of which is 1
and the denominator of which is the total number of installments elected
minus the number of installments previously paid.
In the event of a Participant's death, the value of his/her Deferred
Compensation Account (including accrued interest) determined as of the date
of death shall be paid in cash in a single payment to the beneficiary
previously designated by the Participant, or to his/her estate if no
beneficiary has been designated, on the first January 15 or July 15
following such death or as soon as reasonably possible thereafter.
10. Participant's Rights - The right of any Participant to receive payments
under the provisions of this Plan shall be unsecured claim against the
general assets of the Company. The right of a Participant to receive
payments of deferred compensation as provided in this Plan shall not be
assigned, transferred, pledged or encumbered or be subject in any manner to
alienation or anticipation.
11. Statement of Account - Statements will be sent to Participants during
February of each year as to the value of their Deferred Compensation
Accounts as of the end of December of the previous year.
12. Administration - The Administrator of this Plan shall be the Secretary of
the Company. The Administrator shall have authority to adopt rules and
regulations for carrying out the Plan and to interpret, construe and
implement provisions thereof. Decisions by the Administrator as to
interpretation of the Plan shall be binding and conclusive on all affected
parties.
13. Governing Law - The provisions of this Plan shall be interpreted and
construed in accordance with the laws of the State of Ohio.
14. Amendment and Termination - The Plan shall become effective October 1, 1980.
It may at any time be amended, modified or terminated by the Board of
Directors, or the Executive Committee of the Board of Directors, of the
Company. No amendment, modification or termination shall, without the
consent of the Participant, adversely affect such Participant's rights with
respect to amounts theretofore accrued in his/her Deferred Compensation
Account.
Attachment
THE PROCTER & GAMBLE COMPANY
----------------------------
DEFERRED COMPENSATION PLAN FOR DIRECTORS
----------------------------------------
To: The Procter & Gamble Company
In accordance with the provisions of The Procter & Gamble Company Deferred
Compensation Plan for Directors, I hereby elect to defer future compensation
(excluding expense reimbursements) otherwise payable to me for services as a
Director of The Procter & Gamble Company. This election shall remain in effect
until cancelled by me in writing delivered to the Secretary of the Company.
Amount of Deferral (fill in one):
$___________________ (amount per year)
or
____________________ (percentage per year -- up to 100%)
=== Retainer Fee
=== Meeting Fees
The compensation deferred is to be paid to me in cash in __________ (insert
number not to exceed five) annual installments, the first of which is to be made
on (choose one)
---
___ the January 15 of the calendar year following the year in
which my services terminate.
---
___ the January 15 following ______________________, 19__
(my 71st birthday).
If I die before receiving all of the deferred payments due me, the value of my
deferred compensation account shall be paid in a single payment to the
beneficiary(ies) designated by me, or if no beneficiary(ies) has (have) been
designated, to my estate. This election is subject to the terms of The Procter &
Gamble Company Deferred Compensation Plan for Directors, adopted September 9,
1980 and on file with the records of the Company.
Received on the ______________ day ___________________________________
of_________________________, 19__, Signature of Director
on behalf of The Procter &
Gamble Company Date_______________________________
By_______________________________
Secretary
THE PROCTER & GAMBLE COMPANY
----------------------------
DEFERRED COMPENSATION PLAN FOR DIRECTORS
----------------------------------------
In case of my death while a Participant in this Plan, I hereby designate as my
beneficiary(ies) to whom payments shall be made as provided in the Plan:
Name Relationship Address Proportion to Each
---- ------------ ------- ------------------
-------------------------------------------------------------------------------
I understand that the above designation(s) shall remain in effect until I give
written notice of change to the Secretary of The Procter & Gamble Company.
NOTE:
----
1. Many states have laws bearing on beneficiary designations. Participants
may desire to consult their advisors before making a designation.
2. Write name of beneficiary in full. If a married woman, show her given,
maiden and surname; thus, Mary Williamson Smith, not Mrs. John Smith.
3. Suggested Beneficiary Designations:
Mary Williamson Smith Wife 1 Main Ave., Milwaukee, Wis. 100%
or
Mary Williamson Smith Wife " " 100%
If she survives me, otherwise
My children, per stirpes* Equally
or
My Estate
*This provides that if any of the children should predecease the
Participant or former Participant, that child's share will go to
his/her children.
I understand that the value of my Deferred Compensation Account (including
accrued interest) determined as of the date of death will be paid in cash in a
single payment to the beneficiary(ies) designated above in accordance with the
terms of the Plan.
Signature__________________________
Director
Date Signed________________________
Acknowledgment:
Received as of__________________________________
Signature_______________________________________
Secretary, The Procter & Gamble Company
This Form should be submitted in duplicate. One copy will be returned for your
records after acknowledgment by the Secretary.