Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for any and all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) is and remains Holder’s responsibility and liability and that the Company and/or Holder’s employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option and the subsequent sale of the Shares; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Holder’s liability for Tax-Related Items. Prior to exercise of the Option, Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related to the exercise of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation.

Responsibility for Taxes. Holder hereby acknowledges and agrees that Regardless of any action the ultimate liability for Company or the employer (the “Employer”) takes with respect to any and or all income tax, social insurance and NICs, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), Option Holder acknowledges that the ultimate liability for all Tax-Related Items legally due by Option Holder is and remains Option Holder’s responsibility and liability and that the Company and/or Holder’s employer the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option and Option, the subsequent sale of shares acquired pursuant to such exercise and the Sharesreceipt of any dividends; and (b2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Option Holder’s liability for Tax-Related Items. Prior to exercise of the Option, Option Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer the Employer to satisfy all withholding and payment on account obligations of the Company and/or Holder’s employerthe Employer. The In this regard, Option Holder may provide that the payment to authorizes the Company (or other employer corporation) of all amounts which it is required and/or the Employer to withhold in connection with any all applicable Tax-Related Items related legally payable by Option Holder from Option Holder’s wages or other cash compensation paid to Option Holder by the exercise Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or arrange for the sale of shares that Option be satisfied by any payment means described Holder acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in Section 4.4 hereofshares, including without limitationprovided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, by allowing Option Holder shall pay to have the Company or the Employer any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Company or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold as a result of Option Holder’s participation in the Sub Plan or Option Holder’s purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine Company may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if Option Holder fails to comply with applicable provisions of the Code and other Applicable Law, for tax withholding Option Holder’s obligations due in connection with a brokerthe Tax-assisted cashless Related Items as described in this section. Option exercise involving Xxxxxx agrees and authorizes that any withholding, deduction or payment indicated above must occur within 90 days after the sale exercise, assignment or release of shares of Stock to pay the Option exercise price or the receipt of a benefit in money or money’s worth in connection with the Option (the “Due Date”). In the event that the Company and/or the Employer are unable to withhold or collect any income tax, NICs or other withholding due by the Due Date, Option Holder agrees that the amount of uncollected tax withholding obligationshall constitute a loan owed by Option Holder to the Company and/or the Employer and interest will be charged at the Inland Revenue official rate of interest. Option Xxxxxx further agrees that the loan will be immediately repayable and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. Option Xxxxxx also authorizes the Company to withhold the transfer of any shares unless and until the loan is repaid in full.

Responsibility for Taxes. Holder Regardless of any action the Company or the Employer takes with respect to any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you hereby acknowledges acknowledge and agrees agree that the ultimate liability for any and all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) Items is and remains Holder’s your responsibility and liability and that the Company and/or Holder’s employer the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionPerformance Awards, including the grant, grant or vesting or exercise of the Option Performance Awards, the issuance of shares of Common Stock upon settlement of vested Performance Awards, and the subsequent sale of the Sharesshares of Common Stock acquired pursuant to such issuance; and (b) do not commit to structure the terms of the grant or any aspect of the Option Performance Awards to reduce or eliminate Holder’s your liability for Tax-Related ItemsItems or achieve any particular tax result. Unless the Company or any Affiliate directs that it shall not, each Award shall include a requirement that you irrevocably agree that the Company or any Affiliate (as appropriate) may recover the whole or any part of any employer taxes from you and at the request of the Company or any Affiliate (as appropriate) you shall elect (using a form approved by HM Revenue & Customs) that the whole or any part of the liability for employer taxes shall be transferred to you. The Company or any Affiliate may decide to release you from or not to enforce any part of your obligations in respect of employer taxes under this Section 9. An Award shall include a requirement that you irrevocably agree to enter into a joint election, under section 431(1) or section 431(2) of the United Kingdom Income Tax (Earnings and Xxxxxxxx) Xxx 0000 in respect of the Common Stock to be acquired pursuant to the Award if required to do so by the Company or any Affiliate before any Common Stock is issued to you under the Plan. Prior to exercise of the Optionany relevant taxable or tax withholding event, Holder as applicable, you shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer the Employer to satisfy all withholding obligations of the Company and/or Holder’s employerthe Employer. The Holder In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of shares of Common Stock acquired upon vesting/settlement of the Performance Awards. Alternatively, or in addition, if permissible under local law, the Company may provide (i) sell or arrange for the sale of shares of Common Stock that you acquire in settlement of the Performance Awards to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares of Common Stock, provided that the payment Company and/or the Employer only withholds the amount of Common Stock necessary to satisfy the Company (or other employer corporation) minimum withholding requirement. Any estimated withholding which is not required in satisfaction of all amounts which it is required to withhold in connection with any Tax-Related Items related will be repaid to you by the Company and/or the Employer within a reasonable time and without interest. Finally, you shall pay to the exercise Company and/or the Employer any amount of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have Tax-Related Items that the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold as a result of your participation in the Plan or from the grant, vesting, or settlement of the Performance Awards that cannot be satisfied by the means previously described. The Administrator shall determine the fair market value Company may refuse to issue shares of Common Stock in settlement of the shares Performance Awards, or may refuse to deliver the proceeds of the sale of such Common Stock, consistent if you fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding your obligations due in connection with the Tax-Related Items as described in this Section. You acknowledge and agree that the Company is making no representation or warranty as to the tax consequences to you as a broker-assisted cashless Option exercise involving result of the sale receipt of shares the Performance Awards, the lapse of Stock any Forfeiture Restrictions, or the forfeiture of any Performance Awards pursuant to pay the Option exercise price or any tax withholding obligationForfeiture Restrictions.

Responsibility for Taxes. Holder hereby acknowledges Regardless of any action the Grantor and/or Participant’s employer (the “Employer”) takes with respect to any or all income tax (including U.S. federal, state and agrees that the ultimate liability for any and all local tax and/or non-U.S. tax), social insurance, payroll tax, social insurance and payroll tax or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains HolderParticipant’s responsibility and liability and that the Company Grantor and/or Holder’s employer the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or and exercise of the Option and Option, the delivery of shares of Common Stock, the subsequent sale of any shares of Common Stock acquired at exercise and the Sharesreceipt of any dividends; and (bii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate HolderParticipant’s liability for Tax-Related Items. Prior to exercise of the Optionrelevant taxable event, Holder Participant shall pay or make adequate arrangements satisfactory to the Company Grantor and/or Holder’s employer the Employer to satisfy all Tax-Related Items withholding obligations of the Company Grantor and/or Holder’s employerthe Employer. The Holder may provide that In this regard, Participant authorizes the payment to Grantor and/or the Company (or other employer corporation) of all amounts which it is required Employer to withhold in connection with any all applicable Tax-Related Items related legally payable by Participant from any wages or other cash compensation paid to Participant by the exercise Grantor and/or the Employer. Alternatively, or in addition, Participant authorizes the Grantor and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by Participant by one or a combination of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold following: (i) withholding otherwise deliverable shares of Stock otherwise issuable under an Option (or allow Common Stock, provided that the surrender Grantor only withholds the amount of shares of Stock). The number of shares of Common Stock which may be so withheld or surrendered shall be limited necessary to satisfy the number of shares of Stock which have a fair market value on the date of minimum statutory withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding amount; and (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, ii) arranging for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Common Stock otherwise deliverable to Participant (on Participant’s behalf and at Participant’s direction pursuant to this authorization) and withholding from the proceeds of the sale of shares. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Common Stock as described herein, Participant is deemed to have been issued the full number of shares of Common Stock subject to the Option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Option. Participant shall pay to the Grantor and/or the Employer any amount of Tax-Related Items that the Grantor and/or the Employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Grantor may refuse to deliver to Participant any shares of Common Stock pursuant to Participant’s Option exercise price or any tax withholding obligationif Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Holder hereby acknowledges It is the intent of the Owners that so far as possible, each Owner shall separately report, promptly and agrees that the ultimate liability timely file returns with respect to, be responsible for any and pay all taxproperty, social insurance and payroll tax withholding legally payable by an employee income, franchise, business, or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) other taxes or fees (“Tax-Related ItemsTaxes”) is ), arising out of its Ownership Interests and remains Holder’s responsibility the matters contemplated by this Agreement, that such Taxes shall be separately levied and liability assessed against each Owner severally and that the Company and/or Holder’s employer (a) make no representations or undertakings regarding the treatment of each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any Tax-Related Items in connection with any aspect responsibility of the Optionother Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, including payroll, sales and use Taxes) may be levied or assessed against the grantTransmission Facilities, vesting their operation or exercise the Owners in such a manner as to make impossible the carrying out of the Option foregoing provisions of this Section 16.3, then either Operator shall report, file returns with respect to and pay such Taxes and each Owner shall immediately reimburse such Operator for each such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of such Taxes; provided, however, that sales and use tax included in Other Costs or in the subsequent sale Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owner’s Pro Rata Share (based on its applicable Ownership Interest(s)) of the Shares; costs of such proceedings and (b) do not commit shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to structure cooperate with the terms of the grant or any aspect of the Option other Owner with respect to reduce or eliminate Holder’s liability reasonable requests for Tax-Related Items. Prior to exercise of the Option, Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (information or other employer corporation) of all amounts which it is required matters with respect to withhold in connection with any Tax-Related Items related to the exercise of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationTaxes.

Responsibility for Taxes. Holder hereby acknowledges Subject to the provisions of Section 7.5, Seller shall be responsible for, and agrees that shall indemnify Buyer from and against, (i) Taxes with respect to the ultimate liability Purchased Assets and the Business for any Pre-Closing Tax Period and all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) is and remains Holder’s responsibility and liability and for that the Company and/or Holder’s employer (a) make no representations or undertakings regarding the treatment portion of any Tax-Related Items in connection with Straddle Period that ends on the Closing Date, (ii) any aspect Taxes of the OptionSeller for any taxable period that are not with respect to the Purchased Assets or the Business and (iii) Taxes with respect to the Purchased Assets and the Business attributable to any transaction occurring, including or action taking place, prior to Closing; provided, however, that Seller shall not be responsible for and shall not indemnify Buyer against such Taxes to the grantextent (A) such Taxes are included as current liabilities in the calculation of Closing Working Capital and (B) such Taxes are attributable to any transaction not contemplated by this Agreement or occurring outside the Ordinary Course of Business on the Closing Date but after the Closing. Subject to the provisions of Section 7.5, vesting or exercise Buyer shall be responsible for, and shall indemnify Seller from and against, (i) Taxes described in the proviso of the Option immediately preceding sentence, (ii) Taxes with respect to the Purchased Assets for the portion of any Straddle Period that commences immediately following the Closing Date and (iii) Taxes with respect to the Purchased Assets for all other Tax periods ending after the Closing Date; provided, however, that Buyer shall not be responsible for and shall not indemnify Seller against Taxes described in clauses (ii) and (iii) of this sentence to the extent such Taxes are included as current assets in the calculation of Closing Working Capital. For purposes of this Agreement, Taxes, with respect to the Purchased Assets and the subsequent sale Business, that relate to the Straddle Period shall be allocated between the portion of such Straddle Period ended on the Closing Date and the remaining portion of such Straddle Period as follows: (i) in the case of income, sales and use, withholding, and escheat Taxes, as determined from an interim closing of the Shares; books or records of the Business at the close of business on the Closing Date and (bii) do not commit to structure in the terms case of the grant or any aspect of the Option to reduce or eliminate Holder’s liability for Tax-Related Items. Prior to exercise of the OptionTaxes other than income, Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required to withhold sales and use, withholding, and escheat Taxes, in connection with any Tax-Related Items related to the exercise of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited proportion to the number of shares days in each such portion. Seller and Buyer acknowledge that the obligations of Stock which have a fair market value on Seller and Buyer in this Section 7.2 are subject to the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate proviso in the applicable jurisdiction at second sentence of Section 9.1 and, to the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stockextent applicable, consistent with applicable provisions of the Code Sections 9.4, 9.6 and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation9.7.

Responsibility for Taxes. Holder hereby acknowledges and agrees that i.Regardless of any action the ultimate liability for Company or Executive’s employer (the “Employer”) takes with respect to any and or all income tax, social insurance insurance, payroll tax, payment on account or other tax-related items related to the Equalization Payment and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) applicable to Executive (“Tax-Related Items”) ), Executive acknowledges that the ultimate liability for all Tax-Related Items is and remains HolderExecutive’s responsibility and liability and may exceed the amount actually withheld by the Company or the Employer. Executive further acknowledges that the Company and/or Holder’s employer the Employer (ax) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting Equalization Payment (or exercise of the Option and the subsequent sale of the Sharesany portion thereof) or Executive’s receipt thereof; and (by) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Agreement or the Option Equalization Payment to reduce or eliminate HolderExecutive’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Executive has become subject to exercise of the Optiontax in more than one jurisdiction, Holder shall pay or make adequate arrangements satisfactory to Executive acknowledges that the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company Employer (or other employer corporationformer employer, as applicable) of all amounts which it is may be required to withhold in connection with any or account for Tax-Related Items related to the exercise of the Option be satisfied by any payment means described in Section 4.4 hereofmore than one jurisdiction. xx.Xx this regard, including without limitation, by allowing to have Executive authorizes the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option its agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts from the Equalization Payment (or allow the surrender of shares of Stockany portion thereof). The number of shares of Stock which Company may be so withheld withhold or surrendered account for Tax-Related Items by considering applicable minimum statutory withholding amounts, maximum withholding rates or other applicable withholding rates. iii.Finally, Executive shall be limited pay to the number of shares of Stock which have a fair market value on Company or the date of withholding or surrender no greater than the aggregate Employer, as applicable, any amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Company or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold or account for as a result of the Equalization Payment (or any portion thereof) that cannot be satisfied by the means previously described. The Administrator shall determine Company may refuse to pay the fair market value of the shares of Stock, consistent Equalization Payment (or any portion thereof) if Executive fails to comply with applicable provisions of the Code and other Applicable Law, for tax withholding Executive’s obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation.Related Items. c.

Responsibility for Taxes. Holder The following provisions shall supplement Section 11 of the Agreement: ‘At the request of the Company at any time before the exercise of an Option, the Optionee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for national insurance contributions (“NICs”) arising as a result of a taxable event attributable to the Option or the Optionee’s participation in the plan shall be transferred to the Optionee. The Optionee hereby acknowledges and agrees that the ultimate liability Optionee is liable for any all Taxes and hereby covenants to pay all taxsuch Taxes, social insurance as and payroll tax withholding legally payable when requested by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) is and remains Holder’s responsibility and liability and that the Company and/or Holderor (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Optionee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Taxes that they are required to pay or withhold on the Employee’s employer behalf or have paid or will pay to HMRC (a) make no representations or undertakings regarding the treatment any other tax authority or any other relevant authority). For purposes of any this Agreement, Tax-Related Items in connection with any aspect include (without limitation) employment income tax, employee National Insurance contributions (“NICs”) and the employee portion of the OptionHealth and Social Care levy. Notwithstanding the foregoing, including if the grant, vesting Optionee is a director or exercise of the Option and the subsequent sale of the Shares; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Holder’s liability for Tax-Related Items. Prior to exercise of the Option, Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations executive officer of the Company and/or Holder’s employer(within the meaning of Section 13(k) of the Exchange Act), the Optionee may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Optionee, as it may be considered a loan. The Holder may provide that In this case, the payment amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related occurs may constitute an additional benefit to the exercise Optionee on which additional income tax and NICs and Health and Social Care levy may be payable. The Optionee understands that the Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs and employee Health and Social Care levy due on this additional benefit, which may be recovered from the Option be satisfied Optionee by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or the Employer by any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions means referred to in Section 11 of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationAgreement.’

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G FORM AA and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Related Items as described in this section. Option exercise involving FORM BB FORM BB AWARD AGREEMENT [GRANT DATE] [GLOBAL ID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you two options to purchase shares of Procter & Xxxxxx Common Stock as follows: This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that Regardless of any action the ultimate liability for Company or, if different, Optionee’s employer (the “Employer”) takes with respect to any and or all income tax, social insurance insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) applicable to Optionee (“Tax-Related Items”) ), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Holder’s his or her responsibility and that such liability and may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or Holder’s employer the Employer (ai) make no representations representations, warranties or undertakings regarding the treatment of the Option or any Tax-Related Items in connection with any aspect of the Option, including including, but not limited to, the grant, vesting or exercise of the Option and Option, the issuance of Shares upon exercise of the Option, the subsequent sale of Shares and the Sharesreceipt of any dividends and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate HolderOptionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Optionee has become subject to exercise of the Optiontax in more than one jurisdiction, Holder shall pay or make adequate arrangements satisfactory to Optionee acknowledges that the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company Employer (or other employer corporationformer employer, as applicable) of all amounts which it is may be required to withhold in connection with any or account for Tax-Related Items related in more than one jurisdiction. Optionee’s Tax-Related Items subject to a withholding obligation by the Company and/or the Employer shall be satisfied through a net issuance of Shares. The Company shall withhold from Shares to be issued to Optionee a number of Shares with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 8 of the Plan; provided, however, that if Optionee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance, unless the use of such withholding method is problematic under tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by any payment means described in Section 4.4 hereofmethod (i) or (ii) above, or a combination thereof. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum or maximum statutory withholding amounts or other applicable withholding rates, including without limitationmaximum applicable rates, in which case Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Shares equivalent. If the obligation for Tax-Related Items is satisfied by allowing withholding Shares, for tax purposes, Optionee is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Optionee’s participation in the Plan. Finally, Optionee shall pay to the Company or the Employer any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Company or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold or account for as a result of Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Administrator shall determine Company may refuse to issue or deliver the fair market value Shares or the proceeds of the shares sale of Stock, consistent Shares if Optionee fails to comply with applicable provisions of the Code and other Applicable Law, for tax withholding Optionee’s obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (In this regard, I authorize P&G and/ FORM IT or other employer corporation) of all amounts which it is required my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM AF FORM AF AWARD AGREEMENT [GRANT DATE] [GLOBAL ID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES XX-LTIP-AA In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company ("Company") hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the "Plan"), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors ("Committee"), and this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby The following provision supplements Section 2(a) of the Non-Qualified Stock Option Agreement for Non-Employee Directors. ​ The Optionee acknowledges and agrees that that, regardless of any action taken by the Company, the ultimate liability for any and all income tax, social insurance insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Optionee's participation in the Plan and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) applicable to the Optionee (“Tax-Related Items”) is and remains Holderthe Optionee’s responsibility and liability and may exceed the amount actually withheld by the Company. The Optionee further acknowledges that the Company and/or Holder’s employer (a1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Stock Option, including including, but not limited to, the grant, vesting vesting, or exercise of the Stock Option and the subsequent sale of shares of Stock acquired pursuant to such exercise and the Sharesreceipt of any dividends; and (b2) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the this Stock Option to reduce or eliminate Holderthe Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if the Optionee is subject to exercise of Tax-Related Items in more than one jurisdiction, the Option, Holder shall pay or make adequate arrangements satisfactory to Optionee acknowledges that the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is be required to withhold or account for Tax-Related Items in connection with more than one jurisdiction and may seek evidence of residency from the Optionee for purposes of operating such withholding or payment on account. ​ The Company shall not be responsible for withholding any Tax-Related Items, unless required by applicable law. The Company may take such action as it deems appropriate to ensure that all Tax-Related Items related are withheld or collected from the Optionee, if and to the exercise of extent required by applicable law. In this regard, the Company will have the power and the right to require the Optionee to remit to the Company, the amount necessary to satisfy the Tax-Related Items; provided that any obligations for Tax-Related Items may be satisfied in the manner in which the Option Exercise Price is permitted to be satisfied by any payment means described in paid under Section 4.4 hereof, including without limitation, by allowing to have the Company 2(b) or any Subsidiary withhold other method permitted by the Plan, with the exception that unless otherwise determined by the Administrator, shares of Stock otherwise issuable under an Option (may only be deducted or allow the surrender of shares of Stock). The number of ​ withheld from any shares of Stock which may be so withheld or surrendered shall be limited deliverable under this Agreement only pursuant to the number election of the Optionee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. ​ The Company may refuse to issue or deliver the shares of Stock which have a fair market value on or the date proceeds of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock Stock, if the Optionee fails to pay comply with the Option exercise price or any tax withholding obligation.Optionee’s obligations in connection with the Tax-Related Items. ​

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with the Tax-Related Items as described in this section. FORM STAR-EE FORM STAR-EE AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: STOCK APPRECIATION RIGHT SERIES STAR 15-EE In recognition of your contributions to the future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you a broker-assisted cashless Option exercise involving the sale of stock appreciation right with respect to shares of Procter & Gambxx Xxxmon Stock as follows: Granx Xxxxx: $[STOCK PRICE] Number of Rights: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gambxx 0004 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Execxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM IT AWARD AGREEMENT _______________________________________________________________________________________ [GRANT_DATE] [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] Subject: NON-STATUTORY STOCK OPTION SERIES XX-IT In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: XX February 20XX Vest Date: 100% on XX February 20XX Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6.1(b) (relating to certain restrictions with respect to employment with other companies). Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, and you may access the Regulations and sub-plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM F FORM F AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: UK Tax Advantaged (NON-STATUTORY) STOCK OPTION SERIES 15-F In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to pay the Option exercise price or any tax withholding obligationterms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the applicable sub-plan, the Schedule 4 CSOP Sub-Plan for the United Kingdom (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), and this Award Agreement, including Attachment A and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6.1(a) and 6.1(c) of the Plan. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Schedule 4 CSOP Sub-Plan for the United Kingdom and the Regulations of the Committee by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM FR FORM FR AWARD AGREEMENT _______________________________________________________________________________________ [GRANT_DATE] [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] Subject: NON-STATUTORY STOCK OPTION SERIES XX-FR In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: XX February 20XX Vest Date: 100% on XX February 20XX Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6 relating to certain restrictions with respect to employment with other companies. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, and you may access the Regulations and sub-plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder Notwithstanding Sections 5(b) and 5(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 4(b) of the Agreement. Notwithstanding anything contrary in the Plan and Section 5 of the Agreement, in the case of national insurance contributions (“NICs”), the Employer may only withhold from the Grantee’s wages or cash compensation such amount as is permitted by the Social Security Contributions Regulations 2001 (SI 2001/1004). The following provisions shall supplement Section 5 of the Agreement: ‘The Grantee hereby acknowledges and irrevocably agrees that the ultimate Company or the Employer (if different) may recover from the Grantee the whole or any part of any secondary class 1 employer NICs arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan (“Employer NICs”) to the extent permitted by applicable law and, at the request of the Company at any time before the vesting of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for any such Employer NICs shall be transferred to the Grantee. The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“such Tax-Related Items”) is , as and remains Holder’s responsibility and liability and that when requested by the Company and/or Holder’s employer or (aif different) make no representations the Employer or undertakings regarding by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the treatment of Company and (if different) the Employer on an after tax basis against any Tax-Related Items in connection with any aspect of that they are required (or reasonably consider they are required) to pay, or withhold or have paid or will pay, to HMRC on the Option, including the grant, vesting or exercise of the Option and the subsequent sale of the Shares; and Grantee’s behalf (b) do not commit to structure the terms of the grant or any aspect other tax authority or any other relevant authority). For purposes of the Option to reduce or eliminate Holder’s liability for Tax-Related Items. Prior to exercise of the Optionthis Agreement, Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related include (without limitation) employment income tax, employee NICs and Employer NICs to the exercise extent recoverable by applicable law. The amount of any income tax not collected within 90 days after the end of the Option U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and NICs may be satisfied payable. The Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit pursuant to the indemnity above, which may be recovered from the Grantee by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or the Employer by any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender means referred to in Section 5 of shares of Stock)the Agreement. The number Grantee irrevocably agrees to enter into a joint election under section 431(1) of shares ITEPA 2003 with its employer or former employer in respect of Stock which may the Shares to be so withheld or surrendered shall be limited acquired pursuant to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationAward.’

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM F FORM F AWARD AGREEMENT _______________________________________________________________________________________ [GRANT_DATE] [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] Subject: UK Tax Advantaged (NON-STATUTORY) STOCK OPTION SERIES 15-F In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to pay the Option exercise price or any tax withholding obligationterms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the applicable sub-plan, the Schedule 4 CSOP Sub-Plan for the United Kingdom (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), and this Award Agreement, including Attachment A and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6.1(a) and 6.1(c) of the Plan. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Schedule 4 CSOP Sub-Plan for the United Kingdom and the Regulations of the Committee by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with the Tax-Related Items as described in this section. FORM EE AWARD AGREEMENT _______________________________________________________________________________________ [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: STOCK APPRECIATION RIGHT SERIES 15-EE In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you a broker-assisted cashless Option exercise involving the sale of stock appreciation right with respect to shares of Procter & Xxxxxx Common Stock as follows: Xxxxx Xxxxx: $[STOCK PRICE] Number of Rights: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: [ACCEPTANCE DATE] This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder The following provision supplements Section 8: “Tax Withholding” in the Agreement: Without limitation to Section 8 of the Agreement, the Grantee hereby acknowledges and agrees that the ultimate liability he or she is liable for any all Tax-Related Items and hereby covenants to pay all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“such Tax-Related Items, as and when requested by the Company or the Service Recipient, as applicable, or by His Majesty’s Revenue & Customs (“HMRC”) is (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and remains Holder’s responsibility and liability and that keep indemnified the Company and/or Holderand the Service Recipient, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Grantee’s employer behalf. ​ Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (awithin the meaning of Section 13(k) make no representations of the Exchange Act), the Grantee understands that he or undertakings regarding she may not be able to indemnify the treatment Company for the amount of any Tax-Related Items in connection with any aspect of not collected from or paid by the OptionGrantee, including if the grantindemnification could be considered to be a loan. In this case, vesting or exercise of the Option and the subsequent sale of the Shares; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Holder’s liability for Tax-Related ItemsItems not collected or paid may constitute a benefit to the Grantee on which additional income tax and National Insurance Contributions (“NICs”) may be payable. Prior The Grantee understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to exercise of HMRC under the Option, Holder shall pay or make adequate arrangements satisfactory self-assessment regime and for paying to the Company and/or Holder’s employer to satisfy all withholding obligations the Service Recipient (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Grantee by any of the Company and/or Holder’s employer. The Holder may provide that the payment means referred to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related to the exercise Section 8 of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock)Agreement. The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation.​

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM STAR-IT FORM STAR-IT AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES STAR 15-IT In recognition of your contributions to the sale future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you an option to purchase shares of Procter & Gambxx Xxxmon Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6.1(b) (relating to certain restrictions with respect to employment with other companies). Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gambxx 0004 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Execxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. Holder The following provisions shall supplement Section 6 of the Agreement: At the request of the Company at any time before the vesting of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by Her Majesty’s Revenue and Customs (“HMRC”), that the whole or any part of the liability for national insurance contributions arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan shall be transferred to the Grantee. The Grantee hereby acknowledges and agrees that the ultimate liability Grantee is liable for any all Tax-Related Items and hereby covenants to pay all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“such Tax-Related Items”) is , as and remains Holder’s responsibility and liability and that when requested by the Company and/or Holder’s employer or (aif different) make no representations the Employer or undertakings regarding by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the treatment of Company and (if different) the Employer against any Tax-Related Items in connection with any aspect of that they are required to pay or withhold or have paid or will pay to HMRC on the Option, including the grant, vesting or exercise of the Option and the subsequent sale of the Shares; and Grantee’s behalf (b) do not commit to structure the terms of the grant or any aspect of other tax authority or any other relevant authority). Notwithstanding the Option to reduce foregoing, if the Grantee is a director or eliminate Holder’s liability for Tax-Related Items. Prior to exercise of the Option, Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations executive officer of the Company and/or Holder’s employer(within the meaning of Section 13(k) of the Exchange Act), the Grantee may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Grantee, as it may be considered a loan. The Holder may provide that In this case, the payment amount of any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related occurs may constitute an additional benefit to the exercise Grantee on which additional income tax and NICs may be payable. The Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit, which may be recovered from the Option be satisfied Grantee by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or the Employer by any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions means referred to in Section 6 of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation.Agreement. Notifications

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM STAR-BB FORM STAR-BB AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES STAR 15-BB In recognition of your contributions to the sale future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you an option to purchase shares of Procter & Gambxx Xxxmon Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gambxx 0004 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Execxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with the Tax-Related Items as described in this section. FORM EE FORM EE AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: STOCK APPRECIATION RIGHT SERIES 15-EE In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you a broker-assisted cashless Option exercise involving the sale of stock appreciation right with respect to shares of Procter & Xxxxxx Common Stock as follows: Xxxxx Xxxxx: $[STOCK PRICE] Number of Rights: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: [ACCEPTANCE DATE] This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. Form BB FORM BB AWARD AGREEMENT ______________________________________________________________________________________ [GRANT_DATE] [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you two options to purchase shares of Procter & Xxxxxx Common Stock as follows: This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation.Related Items as described in this section. 38894376.1

Responsibility for Taxes. Holder By accepting this grant, the Optionee hereby acknowledges irrevocably elects to satisfy any taxes and agrees that the ultimate liability for any and all tax, social insurance and payroll tax contribution withholding legally payable required to be withheld by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) is and remains Holder’s responsibility and liability and that the Company and/or Holder’s employer (a) make no representations or undertakings regarding its Subsidiaries on the treatment date of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option and the subsequent or delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (“Tax Liability”) by authorizing the SharesCompany and any of its Subsidiaries to withhold a sufficient number of Shares or cash in lieu thereof from the Optionee’s wages or other compensation to fully satisfy the Tax Liability. Furthermore, the Optionee agrees to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods. 5 Model for Amended and Restated 2013 Plan Combined US & Int’l Option Agreement Notwithstanding the foregoing, if, on the applicable vesting or exercise date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made because of U.S. Internal Revenue Code Section 409A requirements, the Optionee hereby irrevocably elects to satisfy the Tax Liability due on the applicable vesting or exercise date or on any earlier date on which such taxes may be due with respect to such Shares for which delivery is being deferred by delivering cash to the Company in an amount sufficient to fully satisfy all the Tax Liability. Apart from any withholding obligations that may apply to the Company and/or its Subsidiaries, the Optionee acknowledges and agrees that the ultimate responsibility for the Tax Liability is and remains with the Optionee. The Optionee further acknowledges that: (x) the Company and its Subsidiaries make no representations or undertakings regarding the Tax Liability or the receipt of any dividends; (y) the Company and (b) its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate Holder’s liability for Tax-Related Itemsthe Tax Liability; and (z) the Optionee should consult a tax adviser regarding the Tax Liability. Prior The Optionee acknowledges that he or she may not participate in the Plan and the Company and its Subsidiaries shall have no obligation to exercise deliver Shares until the Tax Liability has been fully satisfied by the Optionee. It is recognized by both parties that, based on current U.S. laws, the difference between the Fair Market Value of the Option, Holder shall pay or make adequate arrangements satisfactory to Shares purchased by an option exercise and the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related to the exercise of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount Exercise Price of such liabilities based on the maximum individual statutory Shares generally will constitute ordinary taxable income for U.S. federal income and social security tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences)purposes and for most state and local income tax purposes. The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation10.

Responsibility for Taxes. Holder Regardless of any action the Corporation or the Employee’s employer (the “Employer”) takes with respect to any or all income tax, social security and Medicare, payroll tax or other tax-related withholding (“Tax-Related Items”), the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) Items is and remains Holder’s his or her responsibility and liability and that the Company Corporation and/or Holder’s employer the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option and the subsequent sale of the Sharesshares; and (bii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Holderthe Employee’s liability for Tax-Related Items. Prior to exercise of the Option, Holder the Employee shall pay or make adequate arrangements satisfactory to the Company Corporation and/or Holder’s employer the Employer to satisfy all withholding and payment on account obligations of the Company Corporation and the Employer. In this regard, the Employee authorizes the Corporation and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required Employer to withhold in connection with any all applicable Tax-Related Items related legally payable by the Employee from his or her wages or other cash compensation paid to the exercise Employee by the Corporation and/or the Employer or from proceeds of the Option be satisfied by any payment means described in Section 4.4 hereofsale of the shares. Finally, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered Employee shall be limited pay to the number of shares of Stock which have a fair market value on Corporation or the date of withholding or surrender no greater than the aggregate Employer any amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Corporation or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold as a result of the Employee’s participation in the Plan or the Employee’s purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine Corporation may refuse to honor the fair market value of exercise and refuse to deliver shares if the shares of Stock, consistent Employee fails to comply with applicable provisions of the Code and other Applicable Law, for tax withholding his or her obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items as described in this section.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM STAR-FR FORM STAR-FR AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES STAR 15-FR In recognition of your contributions to the sale future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you an option to purchase shares of Procter & Gambxx Xxxmon Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6 relating to certain restrictions with respect to employment with other companies. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gambxx 0004 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Execxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that Regardless of any action the ultimate liability for Company or Optionee’s employer (the “Employer”) takes with respect to any and or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains HolderOptionee’s responsibility and liability and that the Company and/or Holder’s employer the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionOption grant, including the grant, vesting or exercise of the Option and Option, the subsequent sale of Shares acquired pursuant to such exercise and the Sharesreceipt of any dividends; and (b2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate HolderOptionee’s liability for Tax-Related Items. Prior to the exercise of the Option, Holder Optionee shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer the Employer to satisfy all withholding and payment on account obligations of the Company and/or Holder’s employerthe Employer. The Holder may provide that the payment to In this regard, Optionee authorizes the Company (or other employer corporation) of all amounts which it is required and/or the Employer to withhold in connection with any all applicable Tax-Related Items related legally payable by Optionee from his or her wages or other cash compensation paid to Optionee by the exercise Company and/or the Employer or from proceeds of the Option be satisfied by any payment means described sale of the Shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing the Company may (1) sell or arrange for the sale of Shares that Optionee acquires to have meet the withholding obligation for Tax-Related Items, and/or (2) withhold in Shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Company or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described. The Administrator shall determine Company may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent Shares if Optionee fails to comply with applicable provisions of the Code and other Applicable Law, for tax withholding his or her obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items as described in this section.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM RTN2 AWARD AGREEMENT ______________________________________________________________________________ [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: RESTRICTED STOCK UNIT SERIES RTN2 In recognition of your contributions to the sale future success of shares the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock to pay the Option exercise price or any tax withholding obligation.as follows: Grant Date: [GRANT DATE] Stock Price on Grant Date: [XXXXX XXXXX] Number of Restricted Stock Units: [RSU SHARES 1] Vest Date: [VEST DATE 1] Settlement Date: [SETTLEMENT DATE 1] Number of Restricted Stock Units: [RSU SHARES 2] Vest Date: [VEST DATE 2] Settlement Date: [SETTLEMENT DATE 2]

Responsibility for Taxes. Holder hereby acknowledges and agrees that Regardless of any action the ultimate liability for Company or the Optionee’s employer (the “Employer”) takes with respect to any and or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Optionee is and remains Holderthe Optionee’s responsibility and liability and that the Company and/or Holder’s employer the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Option grant, including the grant, vesting or exercise of the Option and this Option, the subsequent sale of Shares acquired pursuant to such exercise and the Sharesreceipt of any dividends; and (b2) do not commit to structure the terms of the grant or any aspect of the this Option to reduce or eliminate Holderthe Optionee’s liability for Tax-Related Items. Prior to Coincident with the exercise of the this Option, Holder the Optionee shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer the Employer to satisfy all withholding and payment on account obligations of the Company and/or Holder’s employerthe Employer. The Holder may provide that In this regard, the payment to Optionee authorizes the Company (or other employer corporation) of all amounts which it is required and/or the Employer to withhold in connection with any all applicable Tax-Related Items related legally payable by the Optionee from the Optionee’s wages or other cash compensation paid to the exercise Optionee by the Company and/or the Employer or from proceeds of the Option be satisfied by any payment means described sale of the Shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing the Company may sell or arrange for the sale of Shares that the Optionee acquires to have meet the withholding obligation for Tax-Related Items. Finally, the Optionee shall pay to the Company or the Employer any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Company or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of Shares to the extent not satisfied by the means previously described. The Administrator shall determine Company may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent Shares if the Optionee fails to comply with applicable provisions of the Code and other Applicable Law, for tax withholding Optionee’s obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items as described in this section.

Responsibility for Taxes. Holder hereby acknowledges Grantee has reviewed with his own tax advisors the federal, state, local and, if applicable, foreign tax consequences of the transactions contemplated by this Agreement. Grantee is relying solely on such advisors and agrees that is not relying in any part on any statement or representation of the ultimate liability Company or any of its agents. The parties have treated Grantee as an independent contractor. Consequently, none of the Grantors, the Company nor any affiliate shall be responsible for withholding or paying any and all income tax, social security, unemployment, disability insurance and payroll or other tax withholding obligations that become legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) is and remains Holder’s responsibility and liability and that the Company and/or Holder’s employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items due in connection with any aspect of this Agreement. Grantee is solely responsible for timely reporting all income derived from the OptionRestricted Stock (including any dividends or other distributions with respect to such Restricted Stock received by Grantee pursuant to Section 7 of the Agreement) on Grantee’s personal tax return and paying all tax items related thereto, and shall indemnify the Grantors, the Company and any affiliate and hold them harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys, relating to any obligation imposed by law on the grantGrantors, vesting or exercise of the Option and the subsequent sale of the Shares; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Holder’s liability for Tax-Related Items. Prior to exercise of the Option, Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related to the exercise of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary affiliate to withhold shares or pay any taxes relating to the Restricted Stock. Notwithstanding the foregoing, if it is determined that the Grantors, the Company or any affiliate has any obligation to withhold or pay any tax item under any applicable law, including the Internal Revenue Code of Stock otherwise issuable under 1986, as amended (the “Code”), Grantee authorizes the Company and/or an Option (affiliate, or allow their respective agents, at their discretion, to satisfy the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be obligations with regard to all such tax items by any means that the Company and/or affiliate determines appropriate, including but not limited to (i) withholding from any cash remuneration paid to Grantee by the number Company; and (ii) withholding from proceeds of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Common Stock delivered upon vesting of the Restricted Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to pay this Section), and if Grantee fails to properly remit such taxes, the Option exercise price Company may otherwise refuse to issue or transfer any tax withholding obligationRestricted Stock or shares of Common Stock otherwise required to be issued or transferred pursuant to this Agreement.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. RSU Form OPNND FORM OPNND AWARD AGREEMENT [FIRST NAME] [MIDDLE NAME] [LAST NAME Subject: RESTRICTED STOCK UNIT SERIES OPNND In recognition of your contributions to the sale future success of shares the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Number of Restricted Stock Units: [RSU SHARES] Grant Date: [GRANT DATE] Vest Date: [GRANT DATE] Original Settlement Date: [SETTLEMENT DATE] This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments, and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation.Related Items as described in this section. ATTACHMENT B Performance Factors and Payout Formula FORM BOD AWARD AGREEMENT <NAME> <DATE>

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social national insurance and contributions, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with the Tax-Related Items as described in this section. FORM STAR-UK ATTACHMENT UK I understand that I am eligible to receive a broker-assisted cashless Option exercise involving grant of stock options or restricted stock units (an “Award”) under The Procter & Gambxx 0004 Omnibus Incentive Compensation Plan (the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation“Plan”).

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G FORM F and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM F 2014 STOCK & INCENTIVE COMPENSATION PLAN RULES OF THE PROCTER & XXXXXX 2014 SCHEDULE 4 CSOP SUB-PLAN FOR THE UNITED KINGDOM 1 General This schedule to the sale Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (“the Plan”) sets out the rules of shares of Stock to pay the Option exercise price or any tax withholding obligationProcter & Xxxxxx 2014 Schedule 4 CSOP Sub-Plan for the United Kingdom (“the Sub-Plan”).

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM UF FORM UF AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you two options to purchase shares of Procter & Xxxxxx Common Stock as follows set forth below. Subject: NON-STATUTORY STOCK OPTION SERIES 15-UK Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), and this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, and you may access the Regulations, which includes the sub-plans, by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby The following provision supplements Section 6 of the Non-Qualified Stock Option Agreement for Employees. The Optionee acknowledges and agrees that that, regardless of any action taken by the Company, the ultimate liability for any and all income tax, social insurance insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Optionee's participation in the Plan and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) applicable to the Optionee (“Tax-Related Items”) is and remains Holderthe Optionee’s responsibility and liability and may exceed the amount actually withheld by the Company. The Optionee further acknowledges that the Company and/or Holder’s employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Option, including including, but not limited to, the grant, grant or vesting or exercise of the Stock Option and the subsequent sale of shares of Stock acquired pursuant to such vesting and the Sharesreceipt of any dividends and/or dividend equivalents; and (b) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Stock Option to reduce or eliminate Holderthe Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if the Optionee is subject to exercise of Tax-Related Items in more than one jurisdiction, the Option, Holder shall pay or make adequate arrangements satisfactory to Optionee acknowledges that the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is be required to withhold or account for Tax-Related Items in connection with more than one jurisdiction and may seek evidence from the Optionee of residency for purposes of operating such withholding or payment on account. The Company shall not be responsible for withholding any Tax-Related Items, unless required by applicable law. The Company may take such action as it deems appropriate to ensure that all Tax-Related Items related are withheld or collected from the Optionee, if and to the exercise of extent required by applicable law. In this regard, the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to Company will have the power and the right to require the Optionee to remit to the Company, the amount necessary to satisfy the Tax-Related Items. Notwithstanding the foregoing, unless otherwise determined by the Administrator, any obligations to pay Tax-Related Items will be met by having the Company or any Subsidiary withhold a number of shares of Stock from the total number of shares of Stock otherwise issuable under an Option (to the Optionee upon the relevant taxable or allow tax withholding event, as applicable. In the surrender of shares of Stock). The number of event that withholding in shares of Stock which may be so withheld is problematic under applicable tax or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding securities law or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid has materially adverse accounting consequences). The Administrator shall determine , the fair market value Optionee authorizes the Company, or its respective agents, at the Company’s discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the shares following: (i) requiring the Optionee to make a payment in a form acceptable to the Company; (ii) withholding from the Optionee’s Director fees or other cash compensation paid to the Optionee by the Company; (iii) withholding from proceeds of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock acquired upon vesting/settlement of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to pay this authorization); or (iv) any other method of withholding determined by the Option exercise price Company and to the extent required by applicable law or the Plan, approved by the Administrator. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case the Optionee will receive a refund of any tax withholding obligationover-withheld amount in cash and will have no entitlement to the Common Stock equivalent. ​ The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Holder The following provision supplements Section 6: “Tax Withholding” in the Agreement: Without limitation to Section 6 of the Agreement, the Grantee hereby acknowledges and agrees that the ultimate liability he or she is liable for any all Tax-Related Items and hereby covenants to pay all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“such Tax-Related Items, as and when requested by the Company or the Service Recipient, as applicable, or by His Majesty’s Revenue & Customs (“HMRC”) is (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and remains Holder’s responsibility and liability and that keep indemnified the Company and/or Holderand the Service Recipient, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Grantee’s employer behalf. ​ Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (awithin the meaning of Section 13(k) make no representations of the Exchange Act), the Grantee understands that he or undertakings regarding she may not be able to indemnify the treatment Company for the amount of any Tax-Related Items in connection with any aspect of not collected from or paid by the OptionGrantee, including if the grantindemnification could be considered to be a loan. In this case, vesting or exercise of the Option and the subsequent sale of the Shares; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Holder’s liability for Tax-Related ItemsItems not collected or paid may constitute a benefit to the Grantee on which additional income tax and National Insurance Contributions (“NICs”) may be payable. Prior The Grantee understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to exercise of HMRC under the Option, Holder shall pay or make adequate arrangements satisfactory self-assessment regime and for paying to the Company and/or Holder’s employer to satisfy all withholding obligations the Service Recipient (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Grantee by any of the Company and/or Holder’s employer. The Holder may provide that the payment means referred to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related to the exercise Section 6 of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock)Agreement. The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation.​

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social national insurance and contributions, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation.Related Items as described in this section. FORM UF

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM UF AWARD AGREEMENT _______________________________________________________________________________________ [GRANT_DATE] [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you two options to purchase shares of Procter & Xxxxxx Common Stock as follows set forth below. Subject: NON-STATUTORY STOCK OPTION SERIES 15-UK Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), and this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, and you may access the Regulations, which includes the sub-plans, by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for any and The Contract Price includes all tax, social insurance and payroll tax withholding legally Taxes imposed on or payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) is Contractor and remains Holder’s responsibility and liability and that Subcontractors in connection with the Company and/or Holder’s employer Work, other than: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items those Taxes for which Owner is responsible as described in connection with any aspect of the Option, including the grant, vesting or exercise of the Option and the subsequent sale of the SharesSection 7.3; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Holder’s liability those Texas Sales and Use Taxes for Tax-Related Itemswhich Owner will be responsible as described in Section 7.5. Prior to exercise of the Option, Holder shall Contractor shall: (i) pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that and cause the payment to the Company (or other employer corporation) when due of all amounts which it is required to withhold Taxes imposed on or payable by Contractor and its Subcontractors in connection with the Work for which Contractor is responsible pursuant to this Section 7.1; and (ii) make, and shall cause its Subcontractors to make, any Tax-Related Items related and all payroll deductions required by Applicable Laws. Without limiting the foregoing, the Contract Price includes, and Owner shall have no responsibility to the exercise pay, any Texas Sales and Use Taxes or property taxes or any other taxes assessed, incurred or levied on any Construction Equipment. The Contract Price shall not be increased with respect to any of the Option be satisfied by foregoing or with respect to any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as withholdings that Owner may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value make in respect of any of the shares foregoing items. Contractor shall also bear responsibility for any employment Taxes with respect to all individuals performing services under this Agreement on the behalf of StockContractor who are not employed by Contractor as employees of Contractor, consistent and cause all Subcontractors to bear responsibility for any employment Taxes with applicable provisions respect to all individuals performing Work for such Subcontractors who are not employed by such Subcontractors as employees of such entities. Notwithstanding the foregoing, Contractor shall not be liable for, and the Contract Price shall not include property Taxes levied on: (i) the real property of Owner; and (ii) Equipment and materials to be incorporated into, affixed to, or installed into the LNG Facility; provided, however, that notwithstanding anything to the contrary in the foregoing, Contractor shall be responsible to pay, and the Contract Price includes, property Taxes on Equipment and materials to be incorporated into, affixed to, or installed into the LNG Facility that are assessed by any jurisdiction outside of Jefferson County, Texas due to Contractor’s delivery, handling, transport or storage of the Code Equipment (including Capital Spare Parts) that would not have been incurred or levied if Contractor had delivered the Equipment to the Site or the laydown yard in Jefferson County, Texas, as applicable, and other Applicable Lawstored it therein or thereon, for tax withholding obligations due until installation in the Liquefaction Facility; provided, further, that the foregoing shall not limit Contractor’s right to relief in connection with the occurrence of a broker-assisted cashless Option exercise involving Force Majeure event. Contractor shall, and shall cause its 122 Subcontractors to, file all returns required with respect to Taxes for which Contractor or such Subcontractors are responsible hereunder by the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationdate required under Applicable Laws.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G FORM FR and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation.Related Items as described in this section. FORM FR

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G Option FORM BB and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM F FORM F AWARD AGREEMENT [GRANT DATE] [GLOBAL ID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: UK Tax Advantaged (NON-STATUTORY) STOCK OPTION SERIES XX-F In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to pay the Option exercise price or any tax withholding obligationterms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the applicable sub-plan, the Schedule 4 CSOP Sub-Plan for the United Kingdom (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), and this Award Agreement, including Attachment A and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6.1(a) and 6.1(c) of the Plan. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Schedule 4 CSOP Sub-Plan for the United Kingdom and the Regulations of the Committee by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that Regardless of any action the ultimate liability for Company or, if different, Optionee’s employer (the “Employer”) takes with respect to any and or all income tax, social insurance insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) applicable to Optionee (“Tax-Related Items”) ), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Holder’s his or her responsibility and that such liability and may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or Holder’s employer the Employer (ai) make no representations representations, warranties or undertakings regarding the treatment of the Option or any Tax-Related Items in connection with any aspect of the Option, including including, but not limited to, the grant, vesting or exercise of the Option and Option, the issuance of Shares upon exercise of the Option, the subsequent sale of Shares and the Sharesreceipt of any dividends and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate HolderOptionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Optionee has become subject to exercise of the Optiontax in more than one jurisdiction, Holder shall pay or make adequate arrangements satisfactory to Optionee acknowledges that the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company Employer (or other employer corporationformer employer, as applicable) of all amounts which it is may be required to withhold in connection with any or account for Tax-Related Items related in more than one jurisdiction. Optionee’s Tax-Related Items subject to a withholding obligation by the Company and/or the Employer shall be satisfied through a net issuance of Shares. The Company shall withhold from Shares to be issued to Optionee a number of Shares with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 8 of the Plan; provided, however, that if Optionee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance, unless the use of such withholding method is problematic under Applicable Laws or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by any payment means described in Section 4.4 hereofmethod (i) or (ii) above, or a combination thereof. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum or maximum statutory withholding amounts or other applicable withholding rates, including without limitationmaximum applicable rates, in which case Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Shares equivalent. If the obligation for Tax-Related Items is satisfied by allowing withholding Shares, for tax purposes, Optionee is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Optionee’s participation in the Plan. Finally, Optionee shall pay to the Company or the Employer any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Company or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold or account for as a result of Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Administrator shall determine Company may refuse to issue or deliver the fair market value Shares or the proceeds of the shares sale of Stock, consistent Shares if Optionee fails to comply with applicable provisions of the Code and other Applicable Law, for tax withholding Optionee’s obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items.

Responsibility for Taxes. Holder hereby Regardless of any action taken by the Company or Optionee's employer (the "Employer") with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Optionee acknowledges and agrees that the ultimate liability for any and all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) Items is and remains Holder’s Optionee's responsibility and liability and that the Company and/or Holder’s employer the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionOption grant, including the grant, vesting or exercise of the Option and Option, the subsequent sale of shares acquired pursuant to such exercise and the Sharesreceipt of any dividends; and (bii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Holder’s Optionee's liability for Tax-Related Items. Prior to exercise of the Option, Holder Optionee shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer the Employer to satisfy all withholding and payment on account obligations of the Company and/or Holder’s employerthe Employer. The Holder may provide that the payment to In this regard, Optionee authorizes the Company (or other employer corporation) of all amounts which it is required and/or the Employer to withhold in connection with any all applicable Tax-Related Items related legally payable by Optionee from Optionee's wages or other cash compensation paid to Optionee by the exercise Company and/or the Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing the Company may (i) sell or arrange for the sale of shares that Optionee acquires to have meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Company or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold as a result of Optionee's participation in the Plan or Optionee's purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine Company may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if Optionee fails to comply with applicable provisions of the Code and other Applicable Law, for tax withholding his or her obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items as described in this section.

Responsibility for Taxes. Holder hereby acknowledges You are advised to review with your own tax advisors the Federal, state, local and, if applicable, non-U.S. tax consequences of the transactions contemplated by the Options. You are relying solely on such advisors and agrees that are not relying in any part on any statement or representation of the ultimate liability Company or any of its agents. Neither the Company nor any Affiliate shall be responsible for withholding any and all income tax, social security, unemployment, disability insurance and payroll or other tax withholding obligations that become legally payable due by an employee Director in connection with any aspect of the Options, including the grant, vesting or corporate officer under Applicable Law (including without limitation laws exercise of foreign jurisdictions) the Options or sale of the underlying Shares (“Tax-Related Items”) is ). You are solely responsible for timely reporting all income derived from the Options on your personal tax return and remains Holder’s responsibility paying all Tax-Related Items, and liability shall indemnify the Company and hold it harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys, relating to any obligation imposed by law on the Company or any Affiliate to pay any Tax-Related Items. Notwithstanding the foregoing, in the event that the Company or any Affiliate has any obligation to withhold Tax-Related Items under any applicable law, you authorize the Company and/or Holder’s employer an Affiliate, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related items by one or a combination of the following: (ai) make withholding from any cash compensation paid to you by the Company; or (ii) withholding from proceeds of the sale of Shares acquired upon exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization). You further acknowledge that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionOptions, including including, but not limited to, the grant, vesting or exercise of the Option and Options, the issuance of Shares upon exercise, the subsequent sale of Shares acquired pursuant to such issuance and the Sharesreceipt of any dividends; and (bii) do does not commit to and is under no obligation to structure the terms of the grant Options or any aspect of the Option Options to reduce or eliminate Holder’s your liability for Tax-Related Items. Prior to exercise of the Option, Holder shall pay Items or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with achieve any Tax-Related Items related to the exercise of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory particular tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationresult.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences). The Administrator shall determine withhold as a result of my participation in the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale Plan or my purchase of shares of Stock to pay that cannot be satisfied by the Option exercise price or any tax withholding obligation.means previously described. P&G may refuse to

Responsibility for Taxes. Holder hereby acknowledges and agrees that Regardless of any action the ultimate liability for Company or the Employer takes with respect to any and or all income tax, social insurance insurance, payroll tax, payment on account or other tax-related items related to Grantee’s participation in the Plan and payroll tax withholding legally payable applicable to Grantee or deemed by the Company or the Employer to be an employee appropriate charge to Grantee even if technically due by the Company or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) the Employer (“Tax-Related Items”) ), Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains HolderGrantee’s responsibility and liability and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or Holder’s employer the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionShares, including including, but not limited to, the grant, or vesting or exercise of the Option and Shares, the subsequent sale of Shares and the Sharesreceipt of any dividends; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Shares to reduce or eliminate HolderGrantee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Grantee has become subject to exercise tax in more than one jurisdiction between the Grant Date and the date of the Optionany relevant taxable event, Holder shall pay or make adequate arrangements satisfactory to Grantee acknowledges that the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company Employer (or other employer corporationformer employer, as applicable) of all amounts which it is may be required to withhold in connection with any or account for Tax-Related Items related in more than one jurisdiction. To the extent that the vesting of Shares results in any taxable or tax withholding event, as applicable, Grantee agrees that the obligation shall be satisfied in the following manner: The Company shall retain and instruct a registered broker(s) to sell such number of Shares issued upon vesting of Shares necessary to satisfy the Company’s tax or withholding obligations, after deduction of the broker’s commission, and the broker shall remit to the exercise Company the cash necessary in order for the Company to satisfy its tax or withholding obligations. Grantee covenants to execute any such documents as are requested by the broker of the Option be satisfied by any Company in order to effectuate the sale of the Shares and payment means described in Section 4.4 of the tax obligations to the Company. The Grantee represents to the Company that, as of the date hereof, including without limitation, by allowing to have he or she is not aware of any material nonpublic information about the Company or any Subsidiary the Shares. The Grantee and the Company have structured this Agreement to constitute a “binding contract” relating to the sale of Shares pursuant to this Section, consistent with the affirmative defense to liability under Section 10(b) of the Exchange Act under Rule 10b5-1(c) promulgated under the Exchange Act.* To avoid negative accounting treatment, the Company may withhold shares of Stock otherwise issuable under an Option (or allow account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the surrender of obligation for Tax-Related Items is satisfied by withholding in shares of Stock). The , for tax purposes, Grantee is deemed to have been issued the full number of shares of Stock which may be so withheld or surrendered shall be limited subject to the vested Shares, notwithstanding that a number of shares the Shares of Stock which have are held back solely for the purpose of paying the Tax-Related Items due as a fair market value on result of any aspect of Grantee’s participation in the date of withholding Plan. Grantee shall pay to the Company or surrender no greater than the aggregate Employer any amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Company or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold or account for as a result of Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Administrator shall determine the fair market value of Company may refuse to issue or deliver the shares of Stock, consistent with applicable provisions Stock or the proceeds of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock Stock, if Grantee fails to pay comply with his or her obligations in connection with the Option exercise price or any tax withholding obligationTax-Related Items.

Responsibility for Taxes. Holder hereby acknowledges and agrees that Regardless of any action the ultimate liability for Company or Participant’s Employer (the “Employer”) takes with respect to any and or all income tax, social insurance insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) applicable to Participant (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains HolderParticipant’s responsibility and liability and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or Holder’s employer the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionRestricted Shares, including including, but not limited to, the grant, vesting or exercise settlement of the Option and Restricted Shares, the issuance of Shares upon settlement of the Restricted Shares, the subsequent sale of Shares acquired pursuant to such issuance and the Sharesreceipt of any dividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Restricted Shares to reduce or eliminate HolderParticipant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant tax withholding event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise of the Optionany relevant tax withholding event, Holder shall Participant will pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer the Employer to satisfy all withholding obligations Tax-Related Items. In this regard, if Participant is not subject to Section 16 of the Exchange Act, Participant authorizes the Company and/or Holder’s employer. The Holder may provide that the payment Employer, or their respective agents, at their discretion, to satisfy the Company (or other employer corporation) of obligations with regard to all amounts which it is required to withhold in connection with any Tax-Related Items related to the exercise by one or a combination of the Option following: (i) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); (iii) withholding in Shares to be satisfied by any payment means described in Section 4.4 hereof, including without limitationissued upon settlement of the Restricted Shares; or (iv) requiring Participant to pay, by allowing cash or certified check, the amount necessary to satisfy Participant’s obligations with regard to Tax-Related Items. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, such Participant may satisfy the obligations with regard to Tax-Related Items, in whole or in part, by either (i) electing to have the Company withhold in Shares to be issued upon settlement of the Restricted Shares; or (ii) paying, by cash or certified check, the amount necessary to satisfy such Participant’s obligations with regard to Tax-Related Items. In any Subsidiary case, to avoid negative accounting treatment, the Company may withhold shares of Stock otherwise issuable under an Option (or allow account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the surrender of shares of Stock). The obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock which may be so withheld or surrendered shall be limited Shares subject to the vested Restricted Shares, notwithstanding that a number of shares the Shares is held back solely for the purpose of Stock which have paying the Tax-Related Items due as a fair market value on result of any aspect of Participant’s participation in the date of withholding Plan. Finally, Participant shall pay to the Company or surrender no greater than the aggregate Employer any amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Company or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Administrator shall determine Company may refuse to issue or deliver the fair market value Shares or the proceeds of the shares sale of Stockshares, consistent if Participant fails to comply with applicable provisions of the Code and other Applicable Law, for tax withholding Participant’s obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. RSU Form RTD-C FORM RTD-C AWARD AGREEMENT [GLOBALID] [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] Subject: Award of Restricted Stock Units This is to advise you that The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: . Number of Restricted Stock Units: [ERISA SHARES] Number of Restricted Stock Units: [IRP SHARES] Number of Restricted Stock Units: [SRI SHARES] Grant Date: [GRANT_DATE] Vest Date: [Later of Grant Date or 5 Yr Service Anniversary] Original Settlement Date: One Year Following Termination of Employment This Award is granted in accordance with and subject to the sale terms of shares The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by going to Manager Center - Compensation & Rewards - See Also - Stock Plans - 2014 Stock Plan and the Regulations and Sub Plans by going to pay Manager Center - Compensation & Rewards - See Also - Stock Plans - Regulations and Country Subplans. If you have difficulty accessing the Option exercise price or any tax withholding obligationmaterials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby acknowledges Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and agrees that until satisfactory arrangements (as determined by the ultimate liability for any and all Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, National Insurance Contributions, payroll tax, social insurance fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and payroll tax withholding legally payable by an employee applicable to Participant, including, but not limited to, the grant, vesting or corporate officer under Applicable Law (including without limitation laws settlement of foreign jurisdictions) the Performance-Based Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends (“Tax-Related Items”) which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Performance- Based Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and remains Holder’s responsibility owned Shares having a Fair Market Value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant [and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied]. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and liability a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or Holderthe Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance-Based Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance-Based Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance-Based Restricted Stock Units and any right to receive Shares thereunder and the Performance-Based Restricted Stock Units will be returned to the Company at no cost to the Company. Regardless of any action of the Company or the Employer, Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains Participant’s employer responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option and the subsequent sale of the SharesPerformance-Based Restricted Stock Units; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Performance-Based Restricted Stock Units to reduce or eliminate HolderParticipant’s liability for Tax-Related Items. Prior to exercise of the Option, Holder shall pay Items or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with achieve any Tax-Related Items related to the exercise of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory particular tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationresult.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM RTD-C AWARD AGREEMENT ______________________________________________________________________________ FIRST_NAME_MIDDLE_NAME_LAST_NAME EMPLOYEE_IDENTIFIER Subject: Award of Restricted Stock Units This is to advise you that The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Number of Restricted Stock Units: TOTAL_SHARES_GRANTED Grant Date: OPTION_DATE,'DD-Month-YYYY' Vest Date: Immediately upon Achieving 5 Years of Service Original Settlement Date: One Year Following Termination of Employment This Award is granted in accordance with and subject to the sale terms of shares The Procter & Xxxxxx 2019 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2019 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to pay the Option exercise price or any tax withholding obligationXxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby The following provisions shall supplement section 10 of the Agreement: ‘Regardless of any action the Company (or any Subsidiary) takes with respect to any or all Taxes, the Optionee acknowledges and agrees that the ultimate liability for any and all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) Taxes is and remains Holderthe Optionee’s responsibility and liability and may exceed the amount actually withheld by the Company (or any Subsidiary). the Optionee further acknowledges that the Company and/or Holderand its Subsidiaries (including the Optionee’s employer employer) (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items Taxes in connection with any aspect of the Option, including the grant, vesting or exercise of the Option and or the subsequent sale of the Sharesany shares of common stock acquired at exercise; and (bii) do not commit to to, and are under no obligation to, structure the terms of the grant or any aspect of the Option to reduce or eliminate Holderthe Optionee’s liability for Tax-Related ItemsTaxes or achieve any particular tax result. Prior Further, if the Optionee is subject to exercise taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Option, Holder shall pay or make adequate arrangements satisfactory to Optionee acknowledges that the Company and/or Holderits Subsidiaries (including the Optionee’s employer to satisfy all withholding obligations of the Company and/or Holder’s or former employer. The Holder may provide that the payment to the Company (or other employer corporation, as applicable) of all amounts which it is required to withhold in connection with any Tax-Related Items related to the exercise of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequenceswithhold or account for Taxes in more than one jurisdiction. At the request of the Company at any time before the exercise of an Option, the Optionee must elect, to the extent permitted by law, and using a form approved by Her Majesty’s Revenue and Customs (“HMRC”), that the whole or any part of the liability for national insurance contributions (“NICs”) arising as a result of a taxable event attributable to the Option or the Optionee’s participation in the plan shall be transferred to the Optionee. If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Optionee to the Employer, effective on the Due Date. The Administrator shall determine Optionee understands and agrees that the fair market loan will bear interest at the then-current official rate of HMRC, it will be immediately due and repayable by the Optionee, and Company and/or the Employer may recover it at any time thereafter by any of the means referred to in section 10 of the Agreement. Notwithstanding the foregoing, if the Optionee is a director or an executive officer (as within the meaning of section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Optionee will not be eligible for such a loan to cover the uncollected income tax. In the event that the Optionee is a director or executive officer and the income tax is not collected from or paid by the Optionee by the Due Date, the Optionee understands that the amount of any uncollected income tax may constitute a benefit to the Optionee on which additional income tax and NICs may be payable. The Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which Company and/or the shares of Stock, consistent with applicable provisions Employer may recover from the Optionee by any of the Code and other Applicable Law, for tax withholding obligations due means referred to in connection with a broker-assisted cashless Option exercise involving section 10 of the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationAgreement.

Responsibility for Taxes. Holder hereby acknowledges and agrees that Regardless of any action the ultimate liability for Company or the Optionee’s employer (the “Employer”) takes with respect to any and or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains HolderOptionee’s responsibility and liability and that the Company and/or Holder’s employer the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionOption grant, including the grant, vesting or exercise of the Option and Option, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the Sharesreceipt of any dividends; and (b2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate HolderOptionee’s liability for Tax-Related Items. Prior to exercise of the Option, Holder Optionee shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer the Employer to satisfy all withholding and payment on account obligations of the Company and/or Holder’s employerthe Employer. The Holder may provide that the payment to In this regard, Optionee authorizes the Company (or other employer corporation) of all amounts which it is required and/or the Employer to withhold in connection with any all applicable Tax-Related Items related legally payable by him or her from Optionee’s wages or other cash compensation paid to the exercise of the Option be satisfied him or her by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company and/or the Employer or any Subsidiary withhold shares from proceeds of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or arrange for the sale of shares of Common Stock that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Option Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise price or any tax withholding obligationand refuse to deliver the shares of Common Stock if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items as described in this section.

Responsibility for Taxes. Holder hereby The following provision supplements Section 2(a) of the Non-Qualified Stock Option Agreement for Non-Employee Directors. ​ The Optionee acknowledges and agrees that that, regardless of any action taken by the Company, the ultimate liability for any and all income tax, social insurance insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) applicable to the Optionee (“Tax-Related Items”) is and remains Holderthe Optionee’s responsibility and liability and may exceed the amount actually withheld by the Company. The Optionee further acknowledges that the Company and/or Holder’s employer (a1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Stock Option, including including, but not limited to, the grant, vesting vesting, or exercise of the Stock Option and the subsequent sale of shares of Stock acquired pursuant to such exercise and the Sharesreceipt of any dividends; and (b2) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the this Stock Option to reduce or eliminate Holderthe Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if the Optionee is subject to exercise of Tax-Related Items in more than one jurisdiction, the Option, Holder shall pay or make adequate arrangements satisfactory to Optionee acknowledges that the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is be required to withhold or account for Tax-Related Items in connection with more than one jurisdiction and may seek evidence of residency from the Optionee for purposes of operating such withholding or payment on account. ​ The Company shall not be responsible for withholding any Tax-Related Items, unless required by applicable law. The Company may take such action as it deems appropriate to ensure that all Tax-Related Items related are withheld or collected from the Optionee, if and to the exercise of extent required by applicable law. In this regard, the Company will have the power and the right to require the Optionee to remit to the Company, the amount necessary to satisfy the Tax-Related Items; provided that any obligations for Tax-Related Items may be satisfied in the manner in which the Option Exercise Price is permitted to be satisfied by any payment means described in paid under Section 4.4 hereof, including without limitation, by allowing to have the Company 2(b) or any Subsidiary withhold other method permitted by the Plan, with the exception that unless otherwise determined by the Administrator, shares of Stock otherwise issuable under an Option (may only be deducted or allow the surrender of shares of Stock). The number of withheld from any shares of Stock which may be so withheld or surrendered shall be limited deliverable under this Agreement only pursuant to the number election of the Optionee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. ​ The Company may refuse to issue or deliver the shares of Stock which have a fair market value on or the date proceeds of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock Stock, if the Optionee fails to pay comply with the Option exercise price or any tax withholding obligation.Optionee’s obligations in connection with the Tax-Related Items. ​

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM FR FORM FR AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES XX-FR In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: XX February 20XX Vest Date: 100% on XX February 20XX Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6 relating to certain restrictions with respect to employment with other companies. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, and you may access the Regulations and sub-plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder You hereby acknowledges acknowledge and agrees agree that the ultimate liability for any and all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) is and remains Holder’s your responsibility and liability and that the Company Sun and/or Holder’s employer Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionoption grant, including the grant, vesting or exercise of the Option option and the subsequent sale of the SharesShares acquired pursuant to such exercise; and (b) do not commit to structure the terms of the grant or any aspect of the Option option to reduce or eliminate Holder’s your liability for Tax-Related Items. Prior to exercise of the Optionoption, Holder you shall pay or make adequate arrangements satisfactory to the Company Sun and/or Holder’s employer Employer to satisfy all withholding obligations of the Company Sun and/or Holder’s employerEmployer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, you authorize Sun and/or Employer to withhold in connection with any all applicable Tax-Related Items related legally payable by you from your wages or other cash compensation paid to you by Sun and/or Employer or from your sale proceeds. Alternatively, or in addition, if permissible under local law, Sun may sell or arrange for the exercise sale of Shares that you are due to acquire to meet the Option minimum withholding obligation for Tax Related Items. Any estimated withholding which is not required in satisfaction of any Tax Related Items will be satisfied repaid to you by Sun or Employer. Finally, you shall pay to Sun or Employer any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (any Tax Related Items that Sun or such other rate as Employer may be required to avoid adverse accounting consequences)withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. The Administrator shall determine the fair market value of the shares of StockDATE OF GRANT: <GRANT_DATE> SUN MICROSYSTEMS, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation.INC. Xxxxxxx Xxxxxx

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM IT FORM IT AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: NON-STATUTORY STOCK OPTION SERIES XX-IT In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you an option to purchase shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK_PRCE] Number of Shares: [SHARES] Grant Date: [GRANT_DATE] Expiration Date: XX February 20XX Vest Date: 100% on XX February 20XX Acceptance Deadline: XX April 20XX This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6.1(b) (relating to certain restrictions with respect to employment with other companies). Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan, and you may access the Regulations and sub-plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby The following provision supplements Section 6 of the Non-Qualified Stock Option Agreement for Employees. The Optionee acknowledges and agrees that that, regardless of any action taken by the Company, the ultimate liability for any and all income tax, social insurance insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Optionee's participation in the Plan and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) applicable to the Optionee (“Tax-Related Items”) is and remains Holderthe Optionee’s responsibility and liability and may exceed the amount actually withheld by the Company. The Optionee further acknowledges that the Company and/or Holder’s employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Option, including including, but not limited to, the grant, grant or vesting or exercise of the Stock Option and the subsequent sale of shares of Stock acquired pursuant to such vesting and the Sharesreceipt of any dividends and/or dividend equivalents; and (b) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Stock Option to reduce or eliminate Holderthe Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if the Optionee is subject to exercise of Tax-Related Items in more than one jurisdiction, the Option, Holder shall pay or make adequate arrangements satisfactory to Optionee acknowledges that the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is be required to withhold or account for Tax-Related Items in connection with more than one jurisdiction and may seek evidence from the Optionee of residency for purposes of operating such withholding or payment on account. The Company shall not be responsible for withholding any Tax-Related Items, unless required by applicable law. The Company may take such action as it deems appropriate to ensure that all Tax-Related Items related are withheld or collected from the Optionee, if and to the exercise of extent required by applicable law. In this regard, the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to Company will have the power and the right to require the Optionee to remit to the Company, the amount necessary to satisfy the Tax-Related Items. Notwithstanding the foregoing, unless otherwise determined by the Administrator, any obligations to pay Tax-Related Items will be met by having the Company or any Subsidiary withhold a number of shares of Stock from the total number of shares of Stock otherwise issuable under an Option (to the Optionee upon the relevant taxable or allow tax withholding event, as applicable. In the surrender of shares of Stock). The number of event that withholding in shares of Stock which may be so withheld is problematic under applicable tax or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding securities law or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid has materially adverse accounting consequences). The Administrator shall determine , the fair market value Optionee authorizes the Company, or its respective agents, at the Company’s discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the shares following: (i) requiring the Optionee to make a payment in a form acceptable to the ​ Company; (ii) withholding from the Optionee’s Director fees or other cash compensation paid to the Optionee by the Company; (iii) withholding from proceeds of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock acquired upon vesting/settlement of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to pay this authorization); or (iv) any other method of withholding determined by the Option exercise price Company and to the extent required by applicable law or the Plan, approved by the Administrator. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case the Optionee will receive a refund of any tax withholding obligationover-withheld amount in cash and will have no entitlement to the Common Stock equivalent. ​ The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. Holder hereby acknowledges and agrees that Regardless of any action taken by the ultimate liability for Company or Optionee’s employer (the “Employer”) with respect to any and or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains HolderOptionee’s responsibility and liability and that the Company and/or Holder’s employer the Employer: (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionOption grant, including the grant, vesting or exercise of the Option and Option, the subsequent sale of shares acquired pursuant to such exercise and the Sharesreceipt of any dividends; and (bii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate HolderOptionee’s liability for Tax-Related Items. Prior to exercise of the Option, Holder Optionee shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer the Employer to satisfy all withholding and payment on account obligations of the Company and/or Holder’s employerthe Employer. The Holder may provide that the payment to In this regard, Optionee authorizes the Company (or other employer corporation) of all amounts which it is required and/or the Employer to withhold in connection with any all applicable Tax-Related Items related legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the exercise Company and/or the Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing the Company may (i) sell or arrange for the sale of shares that Optionee acquires to have meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Company or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine Company may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if Optionee fails to comply with applicable provisions of the Code and other Applicable Law, for tax withholding his or her obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items as described in this section.

Responsibility for Taxes. Holder hereby Regardless of any action the Company or Parent Corporation or Subsidiary takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Optionee acknowledges and agrees that the ultimate liability for any and all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) Items legally due by the Optionee is and remains Holder’s his or her responsibility and liability and that the Company and/or Holder’s employer Parent Corporation or Subsidiary (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionoption grant, including the grant, vesting or exercise of the Option and option, the subsequent sale of Shares acquired pursuant to such exercise and the Sharesreceipt of any dividends; and (b2) do not commit to structure the terms of the grant or any aspect of the Option option to reduce or eliminate Holder’s the Optionee's liability for Tax-Related Items. Prior to exercise of the Optionoption, Holder the Optionee shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer Parent Corporation or Subsidiary to satisfy all withholding and payment on account obligations of the Company and/or Holder’s employerParent Corporation or Subsidiary. The Holder may provide that In this regard, the payment to Optionee authorizes the Company (and/or Parent Corporation or other employer corporation) of all amounts which it is required Subsidiary to withhold in connection with any all applicable Tax-Related Items related legally payable by the Optionee from his or her wages or other cash compensation paid to the exercise Optionee by Company and/or Parent Corporation or Subsidiary or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing the Company may (1) sell or arrange for the sale of shares that the Optionee acquires to have meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, the Optionee shall pay to the Company or Parent Corporation or Subsidiary any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Company or such other rate as Parent Corporation or Subsidiary may be required to avoid adverse accounting consequences)withhold as a result of the Optionee's participation in the Plan or the Optionee's purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine Company may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent Shares if the Optionee fails to comply with applicable provisions of the Code and other Applicable Law, for tax withholding his or her obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items as described in this section.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social national insurance and contributions, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with the Tax-Related Items as described in this section. FORM STAR-UF ATTACHMENT UK I understand that I am eligible to receive a broker-assisted cashless Option exercise involving grant of stock options or restricted stock units (an “Award”) under The Procter & Gambxx 0004 Omnibus Incentive Compensation Plan (the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation“Plan”).

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Related Items as described in this section. Option exercise involving Form BB FORM BB AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] In recognition of your contributions to the sale future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you two options to purchase shares of Procter & Xxxxxx Common Stock as follows: This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer FORM AF to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM AF 2014 STOCK & INCENTIVE COMPENSATION PLAN RULES OF THE PROCTER & XXXXXX 2014 SCHEDULE 4 CSOP SUB-PLAN FOR THE UNITED KINGDOM 1 General This schedule to the sale Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (“the Plan”) sets out the rules of shares of Stock to pay the Option exercise price or any tax withholding obligationProcter & Xxxxxx 2014 Schedule 4 CSOP Sub-Plan for the United Kingdom (“the Sub-Plan”).

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. RSU Form OPNND FORM OPNND AWARD AGREEMENT [FIRST_NAME] [MIDDLE_NAME] [LAST_NAME] Subject: RESTRICTED STOCK UNIT SERIES OPNND In recognition of your contributions to the sale future success of shares the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you Restricted Stock Units (“RSUs”) of Procter & Xxxxxx Common Stock as follows: Number of Restricted Stock Units: [RSU SHARES] Grant Date: [GRANT DATE] Vest Date: [VEST DATE] Original Settlement Date: [SETTLEMENT DATE] This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments, and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G RSU and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with the Tax-Related Items as described in this section. FORM EE FORM EE AWARD AGREEMENT [GRANT DATE] [GLOBAL ID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: STOCK APPRECIATION RIGHT SERIES 15-EE In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you a broker-assisted cashless Option exercise involving the sale of stock appreciation right with respect to shares of Procter & Xxxxxx Common Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] Acceptance Deadline: [ACCEPTANCE DATE] This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social national insurance and contributions, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items as described in this section.

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social national insurance and contributions, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s employermy Employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligation.Related Items as described in this section. FORM UK

Responsibility for Taxes. Holder The following provisions shall supplement Section 6 of the Agreement: ‘At the request of the Company at any time before the vesting/settlement of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or Form approved July 2022 any part of the liability for national insurance contributions arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan shall be transferred to the Grantee. The Grantee hereby acknowledges and agrees that the ultimate liability Grantee is liable for any all Tax-Related Items and hereby covenants to pay all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“such Tax-Related Items”) is , as and remains Holder’s responsibility and liability and that when requested by the Company and/or Holder’s employer or (aif different) make no representations the Employer or undertakings regarding by HMRC (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the treatment of Company and (if different) the Employer against any Tax-Related Items in connection with any aspect of that they are required to pay or withhold on the Option, including the grant, vesting Grantee’s behalf or exercise of the Option and the subsequent sale of the Shares; and have paid or will pay to HMRC (b) do not commit to structure the terms of the grant or any aspect other tax authority or any other relevant authority). For purposes of the Option to reduce or eliminate Holder’s liability for Tax-Related Items. Prior to exercise of the Optionthis Agreement, Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related to include (without limitation) employment income tax, employee National Insurance contributions (“NICs”) and the exercise employee portion of the Option Health and Social Care levy. Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Grantee may not be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing able to have indemnify the Company or the Employer for the amount of any Subsidiary withhold shares income tax not collected from or paid by the Grantee, as it may be considered a loan. In this case, the amount of Stock otherwise issuable under any income tax not collected within 90 days after the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an Option (or allow additional benefit to the surrender of shares of Stock)Grantee on which additional income tax and NICs and Health and Social Care levy may be payable. The number Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of shares of Stock any employee NICs and employee Health and Social Care levy due on this additional benefit, which may be so withheld recovered from the Grantee by the Company or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value Employer by any of the shares of Stock, consistent with applicable provisions means referred to in Section 6 of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationAgreement.’ Notifications

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving Related Items as described in this section. FORM STAR-UF FORM STAR-UF AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] In recognition of your contributions to the sale future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you two options to purchase shares of Procter & Gambxx Xxxmon Stock as set forth below: Subject: NON-STATUTORY STOCK OPTION SERIES STAR 15-UK Option Price per Share: $[STOCK PRICE] Number of Shares: [UK SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to pay the Option exercise price or terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any tax withholding obligationapplicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gambxx 0004 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Execxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. Holder hereby acknowledges Recipients of RSUs generally recognize ordinary income when the RSU vests and agrees that no longer can be forfeited, at which time the ultimate liability for any and all tax, social insurance and payroll Company will also generally have a tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) is and remains Holder’s responsibility and liability and that the Company and/or Holder’s employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option and the subsequent sale of the Shares; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Holder’s liability for Tax-Related Items. Prior to exercise of the Option, Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employerobligation. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related to the exercise of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine ordinary income recognized generally will equal the fair market value of the shares Shares on the vesting date. Employees subject to taxation in the United States may choose to accelerate the timing of Stock, consistent with applicable provisions their tax obligation by filing an election under section 83(b) of the Code Code, pay income tax on the grant, and any gain beyond the initial price will be subject to capital gains tax. By accepting this grant, the Employee agrees that the Company may withhold Shares subject to the RSUs, or withhold from the Employee’s paycheck to satisfy all applicable withholding taxes. All taxes related to the award and the Shares thereunder are the Employee’s responsibility. When the Shares are issued as payment for vested RSUs, the Employee will recognize immediate U.S. taxable income if the Employee is a United States taxpayer. If the Employee is a non-U.S. taxpayer, the Employee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested RSUs that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing subsidiary) with respect to the shares. No fractional shares will be withheld or issued pursuant to the grant of RSUs and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. Accordingly, to the extent the fair market value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Company will pay the Employee the difference. The Company (or the employing subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Employee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Employee’s paycheck, as indicated above), no payment will be made to the Employee (or his or her estate) for RSUs unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any income and other Applicable Lawtaxes which the Company determines must be withheld or collected with respect to such RSUs. By accepting this award, the Employee expressly consents to the withholding of Shares and to any cash or Share withholding as provided for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving this paragraph. All income and other taxes related to the RSU award and any Shares delivered in payment thereof are the sole responsibility of the Employee. The recipient of the RSUs will bear and be fully responsible for all taxes, mandatory payments and other payments based upon or arising from the RSU grant or from the sale of shares any Shares. The Company may take whatever action it deems appropriate to secure payment of Stock tax and other withholding obligations. **We recommend that recipients consult their own tax advisor with respect to pay the Option exercise price federal, state and local tax consequences of RSUs, as the tax consequences to the recipient are dependent on his or any her own individual tax withholding obligationsituation.

Responsibility for Taxes. Holder Regardless of any action the Company or the Employer takes with respect to any and all income tax, social insurance (including Primary or Secondary Class 1 National Insurance Contributions), payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you hereby acknowledges acknowledge and agrees agree that the ultimate liability for any and all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) Items is and remains Holder’s your responsibility and liability and that the Company and/or Holder’s employer the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Option grant, including the grant, vesting or exercise of the Option and the subsequent sale of the Option Shares; and (b) do not commit to structure the terms of the grant or any aspect of the this Option to reduce or eliminate Holder’s your liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to exercise of the this Option, Holder you shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employerthe Employer. The Holder In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of Common Shares upon exercise of the Option. Alternatively, or in addition, if permissible under local law, the Company may provide (i) sell or arrange for the sale of Common Shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in Common Shares, provided that the payment Company only withholds the amount of Common Shares necessary to satisfy the Company (or other employer corporation) minimum withholding requirement. Any estimated withholding which is not required in satisfaction of all amounts which it is required to withhold in connection with any Tax-Related Items related will be repaid to you by the Company and/or Employer within a reasonable time and without interest. Finally, you shall pay to the Company and/or the Employer any amount of any Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Option Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise of the Option be satisfied by any payment means described in Section 4.4 hereof, including without limitation, by allowing if you fail to have the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender of shares of Stock). The number of shares of Stock which may be so withheld or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent comply with applicable provisions of the Code and other Applicable Law, for tax withholding your obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items as described in this Section.

Responsibility for Taxes. Holder hereby acknowledges and agrees that Regardless of any action the ultimate liability for Company or Grantee's employer (the “Employer”) takes with respect to any and or all income tax, social insurance insurance, payroll tax, payment on account or other tax-related items related to Grantee's participation in the Plan and payroll tax withholding legally payable applicable to Grantee or deemed by the Company or the Employer to be an employee appropriate charge to Grantee even if technically due by the Company or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) the Employer (“Tax-Related Items”) ), Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains Holder’s Grantee's responsibility and liability and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or Holder’s employer the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionUnits, including including, but not limited to, the grant, vesting or exercise conversion of the Option Units, the issuance of shares of Stock upon conversion of the Units, the subsequent Restricted Stock Unit Grant Agreement ___________________________ sale of shares of Stock issued or to be issued upon conversion of the Units and the subsequent sale receipt of the Sharesany dividends; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Units to reduce or eliminate Holder’s Grantee's liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Grantee has become subject to exercise tax in more than one jurisdiction between the Grant Date and the date of the Optionany relevant taxable event, Holder shall pay or make adequate arrangements satisfactory to Grantee acknowledges that the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company Employer (or other employer corporationformer employer, as applicable) of all amounts which it is may be required to withhold in connection with any or account for Tax-Related Items related in more than one jurisdiction. To the extent that the vesting of Units results in any taxable or tax withholding event, as applicable, Grantee agrees that the obligation shall be satisfied in the following manner: The Company shall retain and instruct a registered broker(s) to sell such number of Shares issued upon vesting of Units necessary to satisfy the Company's tax or withholding obligations, after deduction of the broker's commission, and the broker shall remit to the exercise Company the cash necessary in order for the Company to satisfy its tax or withholding obligations. Grantee covenants to execute any such documents as are requested by the broker of the Option be satisfied by any Company in order to effectuate the sale of the Shares and payment means described in Section 4.4 of the tax obligations to the Company. The Grantee represents to the Company that, as of the date hereof, including without limitation, by allowing to have he or she is not aware of any material nonpublic information about the Company or any Subsidiary withhold shares the Shares. The Grantee and the Company have structured this Agreement to constitute a "binding contract" relating to the sale of Stock otherwise issuable Shares pursuant to this Section, consistent with the affirmative defense to liability under an Option (or allow Section 10(b) of the surrender Exchange Act under Rule 10b5-1(c) promulgated under the Exchange Act.** Grantee understands that the sale of Shares to satisfy the Company's withholding obligations will be considered a sale for purposes of short-swing liability under Section 16(b) of the Exchange Act. Any profit realized in a purchase of shares of the Company's stock within six months of the sale may be recovered by the Company or by a stockholder of the Company on behalf of the Company. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock). The , for tax purposes, Grantee is deemed to have been issued the full number of shares of Stock which may be so withheld or surrendered shall be limited subject to the exercised Units, notwithstanding that a number of the shares of Stock which have are held back solely for the purpose of paying the Tax-Related Items due as a fair market value on result of any aspect of Grantee's participation in the date of withholding Plan. Grantee shall pay to the Company or surrender no greater than the aggregate Employer any amount of such liabilities based on Tax-Related Items that the maximum individual statutory tax rate in Company or the applicable jurisdiction at the time of such withholding (or such other rate as Employer may be required to avoid adverse accounting consequences)withhold or account for as a result of Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Administrator shall determine the fair market value of Company may refuse to issue or deliver the shares of Stock, consistent with applicable provisions Stock or the proceeds of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock Stock, if Grantee fails to pay comply with his or her obligations in connection with the Option exercise price or any tax withholding obligationTax-Related Items.

Responsibility for Taxes. Holder Notwithstanding Sections 4(b) and 4(c) of the Agreement, any applicable withholding obligation for Tax-Related Items shall not be satisfied by withholding shares of Stock that are to be issued upon settlement of the Award. Rather, any such withholding obligation shall be satisfied by one or more of the alternate means referred to in Section 4(b) of the Agreement. Notwithstanding anything contrary in the Plan and Section 4 of the Agreement, in the case of national insurance contributions (“NICs”), the Employer may only withhold from the Grantee’s wages or cash compensation such amount as is permitted by the Social Security Contributions Regulations 2001 (SI 2001/1004). The following provisions shall supplement Section 4 of the Agreement: ‘The Grantee hereby acknowledges and irrevocably agrees that the ultimate Company or the Employer (if different) may recover from the Grantee the whole or any part of any secondary class 1 employer NICs arising as a result of a taxable event attributable to the Award or the Grantee’s participation in the Plan (“Employer NICs”) to the extent permitted by applicable law and, at the request of the Company at any time before the vesting/settlement of the Award, the Grantee must elect, to the extent permitted by law, and using a form approved by HM Revenue and Customs (“HMRC”), that the whole or any part of the liability for any such Employer NICs shall be transferred to the Grantee. The Grantee hereby agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all tax, social insurance and payroll tax withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“such Tax-Related Items”) is , as and remains Holder’s responsibility and liability and that when requested by the Company and/or Holder’s employer or (aif different) make no representations the Employer or undertakings regarding by HMRC (or any other tax authority or any other relevant authority) or required by applicable law. The Grantee also hereby agrees to indemnify and keep indemnified the treatment of Company and (if different) the Employer on an after tax basis against any Tax-Related Items in connection with any aspect of that they are required (or reasonably consider they are required) to pay or withhold and account for on the OptionGrantee’s behalf, including the grantor have paid or will pay, vesting or exercise of the Option and the subsequent sale of the Shares; and to HMRC (b) do not commit to structure the terms of the grant or any aspect other tax authority or any other relevant authority). For purposes of the Option to reduce or eliminate Holder’s liability for Tax-Related Items. Prior to exercise of the Optionthis Agreement, Holder shall pay or make adequate arrangements satisfactory to the Company and/or Holder’s employer to satisfy all withholding obligations of the Company and/or Holder’s employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required to withhold in connection with any Tax-Related Items related include (without limitation) employment income tax, employee NICs and Employer NICs to the exercise extent permitted by applicable law. The amount of any income tax not collected within 90 days after the end of the Option U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute an additional benefit to the Grantee on which additional income tax and NICs may be satisfied payable. The Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the value of any employee NICs due on this additional benefit, which may be recovered from the Grantee by any payment means described in Section 4.4 hereof, including without limitation, by allowing to have the Company or the Employer pursuant to the indemnity above by any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender means referred to in Section 4 of shares of Stock)the Agreement. The number Grantee irrevocably agrees to enter into a joint election under section 431(1) of shares ITEPA 2003 with its employer or former employer in respect of Stock which may the Shares to be so withheld or surrendered shall be limited acquired pursuant to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid adverse accounting consequences). The Administrator shall determine the fair market value of the shares of Stock, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationAward.’

Responsibility for Taxes. Holder hereby acknowledges and agrees that the ultimate liability for Regardless of any and action P&G or my Employer takes with respect to any or all income tax, social insurance and insurance, payroll tax tax, payment on account or other tax-related withholding legally payable by an employee or corporate officer under Applicable Law (including without limitation laws of foreign jurisdictions) (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains Holder’s my responsibility and liability and that the Company P&G and/or Holder’s employer my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Optionthis Award, including the grantissuance, vesting or exercise of the Option and exercise, settlement, the subsequent sale of shares acquired, the Sharesreceipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate Holder’s my liability for Tax-Related Items. Prior to exercise or settlement of the Optionan Award, Holder I shall pay or make adequate arrangements satisfactory to the Company P&G and/or Holder’s employer my Employer to satisfy all withholding and payment on account obligations of the Company P&G and/or Holder’s my employer. The Holder may provide that the payment to the Company (or other employer corporation) of all amounts which it is required In this regard, I authorize P&G and/or my Employer to withhold in connection with any all applicable Tax-Related Items related from my wages or other cash compensation paid to the exercise me by P&G and/or my Employer or from proceeds of the Option be satisfied by any payment means described sale of the shares. Alternatively, or in Section 4.4 hereofaddition, including without limitationif permissible under local law, by allowing to have P&G may (1) sell or arrange for the Company or any Subsidiary withhold shares of Stock otherwise issuable under an Option (or allow the surrender sale of shares of Stock). The number that I acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares, provided that P&G only withholds the amount of shares of Stock which may be so withheld necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or surrendered shall be limited to the number of shares of Stock which have a fair market value on the date of withholding or surrender no greater than the aggregate my Employer any amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (Tax-Related Items that P&G or such other rate as my Employer may be required to avoid adverse accounting consequences)withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Administrator shall determine P&G may refuse to honor the fair market value of exercise and refuse to deliver the shares of Stock, consistent if I fail to comply with applicable provisions of the Code and other Applicable Law, for tax withholding my obligations due in connection with a brokerthe Tax-assisted cashless Option exercise involving the sale of shares of Stock to pay the Option exercise price or any tax withholding obligationRelated Items as described in this section.