Common use of Termination for a Qualified Reason Listed Below Clause in Contracts

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 [DATE + 3 WEEKS], the Award will be forfeited. In the event of termination for one of the qualified reasons listed below, on or after [DATE + 3 WEEKS], but prior to [DATE + 1 YEAR], the award will be prorated based on the number of days you remained an employee between the Grant Date and [DATE + 1 YEAR]. If the termination for one of the qualified reasons listed below occurs after [DATE + 1 YEAR], the entire award will be retained. The portion of the award that is ultimately retained will be delivered on the Settlement Date in this Award Agreement as long as you remain in compliance with the terms of the Plan and the Regulations. Qualified termination reasons are as follows: • 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 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 that have been entered by you with the Company regarding this specific Award. Any legal action related to this Award, including Article 6 of the Plan, may be brought in any federal or state court located in Xxxxxxxx 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 & XXXXXX COMPANY Chief Human Resources Officer _____________________________________________________________________________________________ By accepting this award within your E*TRADE account, you agree to be bound by The Procter & Xxxxxx 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. _____________________________________________________________________________________________ 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.

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 [DATE + 3 WEEKSdate], the Award will be forfeited. In the event of termination for one of the qualified reasons listed below, on or after [DATE + 3 WEEKSdate], but prior to [DATE + 1 YEARdate], the award will be prorated based on the number of days you remained an employee between the Grant Date and [DATE + 1 YEARdate]. If the termination for one of the qualified reasons listed below occurs after [DATE + 1 YEARdate], the entire award will be retained. The portion of the award that is ultimately retained will be delivered exercisable on the Settlement 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: • 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 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 that have been entered by you with the Company regarding this specific Award. Any legal action related to this Award, including Article 6 of the Plan, may must be brought in any federal or state court located in Xxxxxxxx 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 & XXXXXX COMPANY Chief Human Resources Officer _____________________________________________________________________________________________ By accepting this award within your E*TRADE accountAttachment A Read and check the boxes below: Read and check the box(es) below: I have read, you understand and agree to be bound by each of: • The Procter & Xxxxxx 2019 Stock and Incentive Compensation Plan including the non-compete and non-solicitation clauses, the Stock Plan • Regulations of the Committee • This Award Agreement, including Attachment A I have read and understand the terms noted above and do not agree to be bound by these terms. I hereby reject the stock option award detailed above. I accept the stock option award detailed above (including attachments) NAME GLOBAL ID Subject: RESTRICTED STOCK UNIT SERIES [YR]-LTIP-OCT-RSU In recognition of your contributions to the future success of 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: Grant Date: [DATE] Stock Price on Grant Date: $ Vest Date: [DATE] Settlement Date (Shares Delivered on): [DATE] This Award is granted in accordance with and subject to the terms of 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 Attachment A (at end of Attachments and the Settlement Instructions in place as may be revised from time to time. Any capitalized terms used in this document), 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 any additional terms Incentive Compensation Plan and conditions relevant to your current home and/or host market listed on the following page. _____________________________________________________________________________________________ Please note that when the issue or transfer Regulations and Sub Plans by activating this hyperlink: Regulations of the Common Stock covered by this Award mayCommittee. If you have difficulty accessing the materials online, 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 please send an email 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[email address] for assistance.

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 [DATE + 3 +3 WEEKS], the Award will be forfeited. In the event of termination for one of the qualified reasons listed below, on or after [DATE + 3 +3 WEEKS], but prior to [DATE + 1 YEAR], the award will be prorated based on the number of days you remained an employee between the Grant Date and [DATE + 1 YEAR]. If the termination for one of the qualified reasons listed below occurs after [DATE + 1 YEAR], the entire award will be retained. The portion of the award that is ultimately retained will be delivered exercisable on the Settlement 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: • 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 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 that have been entered by you with the Company regarding this specific Award. Any legal action related to this Award, including Article 6 of the Plan, may must be brought in any federal or state court located in Xxxxxxxx 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 & XXXXXX COMPANY Chief Human Resources Officer _____________________________________________________________________________________________ By accepting this award within your E*TRADE account, you agree to be bound by The Procter & Xxxxxx 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. _____________________________________________________________________________________________ Please note that when %%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-% %%EMPLOYEE_IDENTIFIER%-% Subject: RESTRICTED STOCK UNIT SERIES YR-LTIP-RSU In recognition of your contributions to the issue or transfer future success of the business, The Procter & Xxxxxx Company ("Company") hereby grants to you Restricted Stock Units ("RSUs") of Procter & Xxxxxx Common Stock covered by this Award may, in the opinion as follows: Number 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 Restricted 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.Units: %%TOTAL_SHARES_GRANTED%-% Grant Date Share Price: %%MARKET_VALUE%-% Grant Date: [DATE] Vest Date: [DATE + 3 YEARS] Settlement Date (Shares Delivered on): [DATE + 3 YEARS]

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 [DATE + 3 WEEKS]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 [DATE + 3 WEEKS]the four-week anniversary of the Grant Date, but prior to [DATE + 1 YEAR]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 [DATE + 1 YEAR]the one-year anniversary of the Grant Date. If the termination for one of the qualified reasons listed below occurs after [DATE + 1 YEAR]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 delivered on the Settlement Date in this Award Agreement as long as you remain in compliance with the terms of the Plan and the Regulations. Qualified termination reasons are as follows: • 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 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 that have been entered by you with the Company regarding this specific Award. Any Unless otherwise required by local law, any legal action related to this Award, including Article 6 of the Plan, may must be brought in any federal or state court located in Xxxxxxxx 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 & XXXXXX COMPANY Chief Human Resources Officer _____________________________________________________________________________________________ By accepting this award within your E*TRADE account, you agree to be bound by The Procter & Xxxxxx 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. _____________________________________________________________________________________________ Please note that when review the issue or transfer following table for disclosures required for your home and/or host market. All Market Supplemental documents are links to the actual documents. US US U.S. Non-Compete Addendum Any Any Review disclosures related to the “All Markets” section of the Common Stock covered by this Award may, in the opinion following document: Appendix 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 Market Specific Terms 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.Conditions

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 [DATE + 3 WEEKS]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 [DATE + 3 WEEKS]the four-week anniversary of the Grant Date, but prior to [DATE + 1 YEAR]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 [DATE + 1 YEAR]the one-year anniversary of the Grant Date. If the termination for one of the qualified reasons listed below occurs after [DATE + 1 YEAR]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 delivered exercisable on the Settlement 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: • 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 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 that have been entered by you with the Company regarding this specific Award. Any Unless otherwise required by local law, any legal action related to this Award, including Article 6 of the Plan, may must be brought in any federal or state court located in Xxxxxxxx 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 & XXXXXX COMPANY Xxxx Xxxxxxxxxxxxx Chief Human Resources Officer _____________________________________________________________________________________________ By accepting this award within your E*TRADE account, you agree to be bound by The Procter & Xxxxxx 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. _____________________________________________________________________________________________ Please note that when Subject: RESTRICTED STOCK UNIT SERIES %%GRANT_USER_DEFINED_FIELD_2%-% In recognition of your contributions to the issue or transfer future success of the business, The Procter & Xxxxxx Company ("Company") hereby grants to you Restricted Stock Units ("RSUs") of Procter & Xxxxxx Common Stock covered by this Award may, in the opinion as follows: Number 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 Restricted 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.Units: Grant Date Share Price: Grant Date: Vest Date: Settlement Date (Shares Delivered on):

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 [DATE + 3 WEEKS]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 [DATE + 3 WEEKS]the four-week anniversary of the Grant Date, but prior to [DATE + 1 YEAR]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 [DATE + 1 YEAR]the one-year anniversary of the Grant Date. If the termination for one of the qualified reasons listed below occurs after [DATE + 1 YEAR]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 delivered on the Settlement Date in this Award Agreement as long as you remain in compliance with the terms of the Plan and the Regulations. Qualified termination reasons are as follows: • 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 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 that have been entered by you with the Company regarding this specific Award. Any Unless otherwise required by local law, any legal action related to this Award, including Article 6 of the Plan, may must be brought in any federal or state court located in Xxxxxxxx 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 & XXXXXX COMPANY Chief Human Resources Officer _____________________________________________________________________________________________ By accepting this award within your E*TRADE account, you agree to be bound by The Procter & Xxxxxx 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. _________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. US US U.S. Non-Compete Addendum Any Canada PG Annual Report Any Belgium, Croatia, Denmark, Luxembourg, Poland, United Kingdom Appendix of Market Specific Terms and ConditionsEuropean Union Prospectus Any Algeria, Argentina, Australia, Azerbaijan, Bangladesh, Bosnia & Herzegovina, Canada, Chile, China, Hong Kong, Indonesia, Kenya, Mexico, Morocco, Pakistan, Russia, Saudi Arabia, Senegal, Singapore, South Korea, South Africa, Sri Lanka, Ukraine, United Arab Emirates, Vietnam Appendix of Market Specific Terms and Conditions Any Austria, Bulgaria, Czech Republic, Estonia, Finland, France, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Netherlands, Norway, Romania, Slovakia, Slovenia, Spain, Sweden European Union Prospectus Not US All except US Estate Tax Treatment Any Denmark Denmark Supplemental Information Switzerland (Home or Host) Swiss Tax Treatment ____________________________________________________________________________________ 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.

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 [DATE + 3 WEEKS]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 [DATE + 3 WEEKS]the four-week anniversary of the Grant Date, but prior to [DATE + 1 YEAR]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 [DATE + 1 YEAR]the one-year anniversary of the Grant Date. If the termination for one of the qualified reasons listed below occurs after [DATE + 1 YEAR]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 delivered exercisable on the Settlement 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: • 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 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 that have been entered by you with the Company regarding this specific Award. Any Unless otherwise required by local law, any legal action related to this Award, including Article 6 of the Plan, may must be brought in any federal or state court located in Xxxxxxxx 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 & XXXXXX COMPANY Chief Human Resources Officer _____________________________________________________________________________________________ By accepting this award within your E*TRADE account, you agree to be bound by The Procter & Xxxxxx 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. _____________________________________________________________________________________________ Please note that when review the issue or transfer following table for disclosures required for your home and/or host market. All Market Supplemental documents are links to the actual documents. US US U.S. Non-Compete Addendum Any Any Review disclosures related to the “All Markets” section of the Common Stock covered by this Award may, in the opinion following document: Appendix 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 Market Specific Terms 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.Conditions