Exhibit








EXHIBIT (10-1)
Summary of the Procter & Gamble Short Term 
Achievement Award Program





























































































SHORT TERM ACHIEVEMENT REWARD PROGRAM


The Short Term Achievement Reward (“STAR”) Program is The Procter & Gamble Company’s (the “Company”) annual bonus program designed to motivate and reward employees for achieving outstanding short term business results for the Company and its subsidiaries.  STAR awards are made pursuant to authority delegated to the Compensation & Leadership Development Committee (the “C&LD Committee”) by the Board of Directors for awarding compensation to the Company’s principal officers and for making awards under the Procter & Gamble 2014 Stock and Incentive Compensation Plan (the “2014 Plan”) or any successor stock plan approved in accordance with applicable listing standards.  


I.    ELIGIBILITY


Employees at Band 3 or above and who worked at least 28 days (four calendar weeks) during the applicable fiscal year are eligible to participate.  Eligible employees who do not work a full schedule (e.g., leaves of absence, disability, and less-than-full time schedules) in the fiscal year in which the award is payable may have awards pro-rated.  


II.    CALCULATION


The individual STAR Award is calculated as follows:  


(STAR Target) x (Business Unit Performance Factor) x (P&G Transformation Factor) x (Total Company Performance Factor) 


		
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	The STAR Target for each participant is calculated as:  




(Base Salary) x (STAR Target percent)


Base Salary at the end of the applicable fiscal year is used to calculate the STAR award.  


Generally, the STAR Target Percent is dependent on the individual’s position and level (Band) in the organization.  The STAR Target percent for participants at Band 7 or above is set by the C&LD Committee.  The STAR Target percent for all other participants is set by the Chief Executive Officer, with the concurrence of the Chief Human Resources Officer, pursuant to authority delegated to them by the C&LD Committee. If an individual’s position and/or level changes during a fiscal year, and that change results in a new STAR Target Percent, the STAR Target Percent is pro-rated according to the amount of time in each position/level during the fiscal year.  


		
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	The Business Unit Performance Factor is based on the fiscal year success for the appropriate STAR business unit. The STAR business units are defined by the Chief Human Resources Officer and may consist of business categories, segments, geographies, functions, organizations or a combination of one or more of these items.  The STAR business units will be defined within ninety (90) days of the beginning of the fiscal year, but may be adjusted as necessary to reflect business and/or organizational changes (e.g., reorganization, acquisition, merger, divestiture, etc.).  The Business Unit Performance Factors can range from 53% to 167% with a target of 100%.  In general, a committee consisting of at least two of the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer and/or the Chief Operating Officer (the “STAR Committee”), conducts a comprehensive retrospective assessment of the fiscal year performance of each STAR business unit against previously established goals for one or more of the following measures: Operating Total Shareholder Return, Key Competitor Comparison, After Tax Profit, Operating Cash Flow, Value Share, Volume, Net Outside Sales, Customer spending effectiveness, SRAP cost progress, Transportation and warehouse cost progress, Internal controls, Accounts receivable payscore (collection effectiveness), Organization Head Self-Assessment, and Cross Organization Assessment.  The STAR Committee makes a recommendation of an appropriate Business Unit Performance Factor to the C&LD Committee.  There may also be other factors significantly affecting STAR business unit results positively or negatively which can be considered by the STAR Committee when making its recommendation.  No member of the STAR Committee makes any recommendation or determination as to their 











own STAR award.  As a result, there are certain instances in which a Business Unit Performance Factor recommendation to the C&LD Committee must be made exclusively by the Chief Executive Officer.   


		
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	The P&G Transformation Factor rewards leaders of the Company for delivering the brand portfolio transformation and associated divestitures.  The Transformation factor will be assessed by the STAR Committee based on key deliverables related to the organizational transformation including portfolio optimization and will payout as a multiplier in the range of 70% to 130%.The same P&G Transformation Factor is applied to all STAR award calculations, regardless of business unit. This temporary measure will be applied to STAR awards beginning FY 2015-16 and is anticipated to continue into FY 2016-17.  The P&G Transformation Factor for the STAR Committee members will be recommended to the C&LD Committee by the Chief Executive Officer. 




		
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	The Total Company Performance Factor is based on the total Company’s success during the fiscal year and ranges from 70% to 130%, with a target of 100%. The same Total Company Performance Factor is applied to all STAR award calculations, regardless of STAR business unit.  It is determined using a matrix which compares results against pre-established goals for fiscal year organic sales growth and core earnings per share (“EPS”) growth for the fiscal year.  




While the STAR Committee makes recommendations to the C&LD Committee regarding the Business Unit, Transformation and Total Company performance factors to be applied to all STAR awards (except those for the STAR Committee members), only the final award amounts for principal officers are approved specifically by the C&LD Committee.  The C&LD Committee has delegated the approval of STAR awards for other participants to the Chief Executive Officer. The C&LD Committee has discretion to use, increase or decrease the performance factors recommended by the STAR Committee and/or to choose not to pay STAR awards during a given year.  


Each year the C&LD Committee approves a cash pool for STAR awards equal to a percentage of profit, and the C&LD Committee sets a limit on the portion of that pool which can be awarded to each of the Named Executives subject to Section 162(m) of the Internal Revenue Service code.  This ensures that any STAR awards paid to such executives are fully tax deductible by the Company.




III.    TIMING AND FORM


STAR awards are determined after the close of the fiscal year and are paid on or about September 15.  The award form choices and relevant considerations are explained to participants annually.    Participants receive written notice of their award detailing the calculation and grant letters for those employees who elect to receive awards in stock options 


Generally, STAR awards are paid in cash. However, before the end of the calendar year preceding the award date, eligible participants can elect to receive their STAR award in forms other than cash.  Alternatives to cash include stock options, stock appreciation rights (“SARS”), local deferral programs (depending on local regulations in some countries) and/or deferred compensation for employees eligible to participate in the Executive Deferred Compensation Program).  The Company converts cash to other forms of payment (e.g., stock options) using a conversion factor that is reviewed and approved by the C&LD Committee annually.  Any STAR award paid in stock options or other form of equity shall be awarded pursuant to this program and the terms and conditions of the 2014 Plan or any successor stock plan approved in accordance with applicable listing standards, as they may be revised from time to time.  STAR awards paid in stock options or SARS will have the following terms unless otherwise approved by the C&LD Committee at grant:


Grant date will be the last business day on or before September 15.  If the New York Stock Exchange is closed on the day of the grant, then the C&LD Committee will establish a grant date as soon as practical following the date previously specified .Provided participants remain in compliance with the terms and conditions set forth in the 2014 Plan and the Regulations, STAR stock options and SARs are not forfeitable, will become exercisable three years after the grant date, and will expire ten years after the grant date.  In the event of death of the participant, the award becomes exercisable as of the date of death and the award remains exercisable until the Expiration Date.  For awards granted in France or the United Kingdom, the consequences of death are determined by the local plan supplement, if applicable.











The option price used for any STAR Award will be the closing price for a share of Common Stock on the New York Stock Exchange on the grant date, or such higher price as may be specified in the French Addendum of the Regulations (the “Grant Price”).


IV.    SEPARATION FROM THE COMPANY


		
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	Retirement, Death or Special Separation with a Separation Package:  If a participant worked at least 28 days (4 calendar weeks) during the fiscal year, the STAR award is pro-rated by dividing the number of calendar days the participant was an “active employee” during the fiscal year by 365. 




		
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	Voluntary Resignation or Termination for cause:  Separating employees must have been active employees as of June 30 (the close of the fiscal year for which the award is payable) to receive an award.  




Eligible participants who have left the Company will receive a cash payment (equity such as stock options and RSUs can only be issued to active employees) on the same timing as STAR awards or as soon thereafter as possible.


V.    CHANGE IN CONTROL


Notwithstanding the foregoing, if there is a Change in Control in any fiscal year, STAR awards will be calculated in accordance with Section II above, but each factor will be calculated for the period from the beginning of the fiscal year in which a Change in Control occurred up to and including the date of such Change in Control (“CIC Period”).  “Change in Control” shall have the same meaning as defined in the 2014 Plan or any successor stock plan.


VI.    GENERAL TERMS AND CONDITIONS


While any STAR award amount received by one individual for any year shall be considered as earned remuneration in addition to salary paid, it shall be understood that this plan does not give to any officer or employee any contract rights, express or implied, against any Company for any STAR award or for compensation in addition to the salary paid to him or her, or any right to question the action of the Board of Directors or the C&LD or STAR Committees.


Each award to an individual at Band 7 and above, made pursuant to this plan, is subject to the Senior Executive Recoupment Policy adopted by the C&LD Committee in December 2006.


To the extent applicable, it is intended that STAR comply with the provisions of Section 409A.  STAR will be administered and interpreted in a manner consistent with this intent.  Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A) payable under STAR to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment.  Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a Participant under STAR may not be reduced by, or offset against, any amount owing by a Participant to the Company.


This program document may be amended at any time by the C&LD Committee.