Document

展品（10-4）

與長期激勵計劃相關的通訊及條款條件

獎勵協議

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主題：限制股票單位系列			%%授予_用戶定義欄位_2%-%

為表彰您對未來業務成功的貢獻，寶僑公司（"公司"）特此授予您寶僑普通股的受限股份單位（"RSUs"）如下：


限制性股票單位數量：			%%總授予股份,'999,999,999'%-%
授予日期股份價格：			%%市場價值%-%
授予日期：			%%選項日期,'DD-月份-YYYY'%-%
歸屬日期：			%%歸屬日期期間1,'DD-月份-YYYY'%-%
交割日期（股份交付於）：			%%VEST_DATE_PERIOD1,'DD-月-YYYY'%-%
接受截止日期：			%%GRANT_USER_DEFINED_FIELD_13%-%

本獎項根據寶潔2019年股票及激勵補償計劃（包括任何適用的子計劃）（"計劃"）、董事會薪酬與領導力發展委員會的規範（"委員會"）、本獎項協議及其附件，並依照可能隨時修訂的結算指示頒發。本協議中使用的任何未在此另行定義的大寫術語，均在計劃中進行定義。您可以通過激活此超連結訪問該計劃：普洛特嘉2019年股票與獎勵補償計劃及透過啟動此超連結存取委員會的規定和子計劃：董事會薪酬委員會的規定如果您在網上訪問材料時遇到困難，請發送電子郵件至 Execcomp.IM@pg.com 尋求協助。

投票權和股息等值
作為受限股份單位(RSUs)的持有人，在從授予日期到RSUs支付日期止的期間，每當就普通股支付現金股息或其他現金分配時，您將收到額外的RSUs（「股息等效RSUs」）。股息等效RSUs的數量將按照以下方式確定：將持有的RSUs和股息等效RSUs的數量乘以普通股的每股現金股息或其他現金分配金額，然後除以股息或分配日期的普通股價格。這些股息等效RSUs將受到與引發其產生的原始RSUs相同的條款和條件約束，包括授予和結算條款，但如果在RSUs支付日期存在股息等效RSUs的碎股數量，則根據公司管理喜好，可能將產生的碎股單位支付為現金、碎股或四捨五入至最接近的整數股數單位。此獎勵代表未資助、無抵押的未來支付權利，並不使您有資格享有作為股東的表決權或股利權。

獲得權益及付款
如果您在獲得日期之前離開公司，該獎勵將被沒收，除非您符合以下某一條件。如果您在獲得日期結束前仍然受雇，獎勵將在結算日期支付。就此獎勵而言，僱用終止的生效日期為您不再積極受雇的日期，並不會因為根據當地法律要求的任何通知期限而延長。

1. 因死亡而終止的賬戶。在死亡的情況下，獎勵將立即且完全歸屬，支付將在該年日歷年末或死亡日期後兩個半月內的較晚者進行。

2. 基於以下所列的合格理由終止。如果您基於以下所列的合格理由在授予日期後但在授予日期四週周年之前終止僱用，該獎勵將被沒收。如果基於以下所列的合格理由終止，並且在授予日期四週周年或之後，但在授予日期一週年之前，該獎勵將根據您在授予日期和授予日期一週年之間作為僱員的天數進行按比例分配。如果基於以下所列的合格理由終止發生在授予日期一週年之後，則整個獎勵將被保留。最終保留的獎勵部分將在本獎勵協議的結算日期發放，只要您遵守計劃和條例的條款。合格的終止理由如下：

•Retirement or Disability;

•Termination pursuant to a written separation agreement from the Company or a subsidiary that provides for equity retention; or

•Termination in connection with a divestiture or separation of any of the Company’s businesses.

Notwithstanding the foregoing, in the event of a Change in Control, payment shall be made pursuant to the terms provided in the Plan.

Payment under this Award will be made in the form of Common Stock or such other form of payment as determined by the Committee pursuant to the Plan, subject to applicable tax withholding.

This Award Agreement, including Attachment A, the Plan and Regulations of the Committee together constitute an agreement between the Company and you in accordance with the terms thereof and hereof, and no other understandings and/or agreements have been entered by you with the Company regarding this specific Award. Unless otherwise required by local law, any legal action related to this Award, including Article 6 of the Plan, must be brought in any federal or state court located in Hamilton County, Ohio, USA, and you hereby agree to accept the jurisdiction of these courts and consent to service of process from said courts solely for legal actions related to this Award. You have the right to consult with a lawyer before accepting this Award.


THE PROCTER & GAMBLE COMPANY
Bala Purushothaman
Chief Human Resources Officer

IMPORTANT


By accepting this award within your E*TRADE account, you agree to be bound by The Procter & Gamble 2019 Stock Plan including the non-compete and non-solicitation clauses, the Stock Plan Regulations of the Committee, this Award Agreement including Attachment A (at end of this document), and any additional terms and conditions relevant to your current home and/or host market listed on the following page.

Market Supplemental Information

Please review the following table for disclosures required for your home and/or host market. All Market Supplemental documents are links to the actual documents.


Home Market	Host Market	Document Name
US	US	U.S. Non-Compete Addendum
Any	Any	Review disclosures related to the “All Markets” section of the following document: Appendix of Market Specific Terms and Conditions
Any	Algeria, Argentina, Australia, Austria, Azerbaijan, Bangladesh, Belgium, Bosnia & Herzegovina, Brazil, Bulgaria, Canada, Chile, China, Columbia, Costa Rica, Croatia, Czech Republic, Denmark, Ecuador, Egypt, Finland, France, Germany, Hong Kong, India, Indonesia, Ireland, Israel, Italy, Japan, Kazakhstan, Kenya, Luxembourg, Mexico, Morocco, Norway, Pakistan, Panama, Peru, Philippines, Poland, Portugal, Romania, Russia, Saudi Arabia, Serbia, Senegal, Singapore, South Korea, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, Turkey, Ukraine, United Arab Emirates, United Kingdom, Venezuela, Vietnam	Review the specific disclosure relevant to your host location in the following document: Appendix of Market Specific Terms and Conditions
Any	Canada	PG Annual Report
Not US	All except US	Estate Tax Treatment
Any	Japan	Japan Prospectus – Part 1 Japan Prospectus – Part 2
Switzerland (Home or Host)		Swiss Tax Treatment


Attachment A Please note that when the issue or transfer of the Common Stock covered by this Award may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency, the Company reserves the right to refuse to issue or transfer said Common Stock and that any outstanding Awards may be suspended or terminated and net proceeds may be recovered by the Company if you fail to comply with the terms and conditions governing this Award. Nature of the Award By completing this form and accepting the Award evidenced hereby, I acknowledge that: i) the Plan is established voluntarily by The Procter & Gamble Company ("P&G"), it is discretionary in nature and it may be amended, suspended or terminated at any time; ii) Awards under the Plan are voluntary and occasional and this Award does not create any contractual or other right to receive future Awards, or benefits in lieu of an Award, even if Awards have been granted repeatedly in the past; iii) all decisions with respect to future Awards, if any, will be at the sole discretion of P&G; iv) my participation in the Plan is voluntary; v) this Award is an extraordinary item and not part of normal or expected compensation or salary for any purposes including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; vi) in the event that my employer is not P&G, the Award will not be interpreted to form an employment relationship with P&G; and furthermore, the Award will not be interpreted to form an employment contract with my employer ("Employer"); vii) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty, may increase or decrease in value and potentially have no value; viii) my participation in the Plan shall not create a right to further employment with my Employer and shall not interfere with the ability of my Employer to terminate my employment relationship at any time, with or without cause; and ix) no claim or entitlement to compensation or damages arises from the termination of the Award or the diminution in value of the Award or shares purchased and I irrevocably release P&G and my Employer from any such claim that may arise. Data Privacy I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my Employer and The Procter & Gamble Company and its subsidiaries and affiliates ("P&G") for the exclusive purpose of implementing, administering and managing my participation in the Plan. I understand that P&G and my Employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in P&G, details of all Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the Plan ("Data"). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in my market or elsewhere (including countries outside the European Economic Area), and that the recipient’s market may have different data privacy laws and protections than my market. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of stock acquired upon exercise or settlement of the Award. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.


Responsibility for Taxes Regardless of any action P&G or my Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and that P&G and/or my Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the issuance, vesting or exercise, settlement, the subsequent sale of shares acquired, the receipt of any dividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate my liability for Tax-Related Items. Prior to exercise or settlement of an Award, I shall pay or make adequate arrangements satisfactory to P&G and/or my Employer to satisfy all withholding and payment on account obligations of P&G and/or my Employer. In this regard, I authorize P&G and/or my Employer to withhold all applicable Tax-Related Items from my wages or other cash compensation paid to me by P&G and/or my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares 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 necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Tax-Related Items that P&G or my Employer may be required to withhold as a result of my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. P&G may refuse to honor the exercise and refuse to deliver the shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this section.

AWARD AGREEMENT

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Subject: NON-STATUTORY STOCK OPTION SERIES			%%GRANT_USER_DEFINED_FIELD_2%-%

In recognition of your contributions to the future success of the business, The Procter & Gamble Company ("Company") hereby grants to you an option to purchase shares of Procter & Gamble Common Stock as follows:


Option Price per Share:			%%OPTION_PRICE,'$999,999,999.99'%-%
Number of Shares:			%%TOTAL_SHARES_GRANTED,'999,999,999'%-%
Grant Date:			%%OPTION_DATE,'DD-Month-YYYY'%-%
Expiration Date:			%%EXPIRE_DATE_PERIOD1,'DD-Month-YYYY'%-%
Vest Date:			%%VEST_DATE_PERIOD1,'DD-Month-YYYY'%-%
Acceptance Deadline:			%%GRANT_USER_DEFINED_FIELD_13%-%

This Award is granted in accordance with and subject to the terms of The Procter & Gamble 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 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 & Gamble 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 Execcomp.IM@pg.com for assistance.

Vesting and Exercise
If you leave the Company before the Vest Date, the Award will be forfeited unless you meet one of the conditions listed below. If you remain employed through the Vest Date, the Award will become exercisable on the Vest Date. If you terminate employment before the Expiration Date and prior to exercising the Award, except for the reasons listed below, the Award will be forfeited immediately upon your termination of employment. For the purposes of this Award, termination of employment will be effective as of the date that you are no longer actively employed and will not be extended by any notice period required under local law.

1. Termination on Account of Death. In the event of death, the Vest Date for this Award becomes your date of death and the Award in its entirety remains exercisable until the Expiration Date.

2. Termination for a Qualified Reason Listed Below. In the event you terminate employment for one of the qualified reasons listed below, after the Grant Date but before the four-week anniversary of the Grant Date, the Award will be forfeited. In the event of termination for one of the qualified reasons listed below, on or after the four-week anniversary of the Grant Date, but prior to the one-year anniversary of the Grant Date, the award will be prorated based on the number of days you remained an employee between the Grant Date and the one-year anniversary of the Grant Date. If the termination for one of the qualified reasons listed below occurs after the one-year anniversary of the Grant Date, the entire award will be retained. The portion of the award that is ultimately retained will be

exercisable on the Vest Date in this Award Agreement and will expire on the Expiration Date as long as you remain in compliance with the terms of the Plan and the Regulations. Qualified termination reasons are as follows: