Attached files
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| EX-10.1 - FORM OF PEFORMANCE BASED RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE COMPANY'S STOCK INCENTIVE PLAN - LEXMARK INTERNATIONAL INC /KY/ | ex10_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported):
February
23, 2010
LEXMARK
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-14050
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06-1308215
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||||
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(State
or Other Jurisdiction of Incorporation )
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Lexmark Centre Drive
740
West New Circle Road
Lexington,
Kentucky 40550
(Address
of Principal Executive Offices) (Zip Code)
(859)
232-2000
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 23, 2010, the Compensation and Pension Committee of the Board of
Directors (the “Compensation Committee”) granted annual incentive compensation
award opportunities with respect to the 2010 calendar year (the “IC Performance
Period”) to each of the Company’s Named Executive Officers (as defined in
Regulation S-K Item 402(a)(3)), pursuant to the Senior Executive Incentive
Compensation Plan (the “Senior Executive IC Plan”). The maximum award which may
be earned under the Senior Executive IC Plan by any Named Executive Officer is
equal to six-tenths of one percent of operating income for the IC Performance
Period. The Compensation Committee, in its sole discretion, may reduce, but not
increase, the award made to a Named Executive Officer based on any factors that
the Compensation Committee deems appropriate, including, but not limited to, the
performance objectives established under the Company’s 2010 Incentive
Compensation Plan (“2010 IC Plan”).
Under the
2010 IC Plan, the Compensation Committee has established a Threshold Plan and a
Traditional Plan, and the award amount is based on the greater of the Threshold
Plan or Traditional Plan, subject to the maximum award amount under the Senior
Executive IC Plan. Under the Traditional Plan, performance measures
include revenue, operating income, cash cycle days, divisional revenue,
divisional operating income, divisional cash cycle days and individual
performance. Under the Threshold Plan, performance measures include
worldwide free cash flow and individual performance. Each of the
Traditional Plan and Threshold Plan performance measures exclude acquisitions.
The minimum award opportunity established under the Threshold Plan and the
minimum, target and maximum award opportunities established under the
Traditional Plan for each of the Named Executive Officers, subject in each case
to the maximum award amount under the Senior Executive IC Plan, are set forth in
the following table.
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2010
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2010
Traditional Plan
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Name
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Threshold
Plan
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Minimum
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Target
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Maximum
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P.J.
Curlander
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$ 100,000
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$ 300,000
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$ 1,200,000
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$ 2,400,000
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J.W.
Gamble, Jr.
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49,500
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148,500
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371,250
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742,500
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P.A.
Rooke
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57,000
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171,000
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570,000
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997,500
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M.S.
Canning
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45,000
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135,000
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315,000
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630,000
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R.M.
Foresti
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35,500
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106,500
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230,750
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461,500
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Also on
February 23, 2010, the Compensation Committee granted each Named Executive
Officer, other than Dr. Curlander, a long-term incentive opportunity comprised
60% of performance-based restricted stock units and 40% of time-based restricted
stock units. Dr. Curlander’s long-term incentive opportunity is comprised 100%
of performance-based restricted stock units.
The
performance measure for the performance-based restricted stock units is
worldwide free cash flow, excluding acquisitions. The performance period is
January 1, 2010 – December 31, 2010 (the “RSU Performance Period”). The
performance-based restricted stock units to be
awarded
based on the Company’s achievement of its objective, if any, will be determined
by the Compensation Committee in 2011, with vesting and settlement of any earned
performance-based restricted stock units to occur in three approximately equal
installments (34%, 33% and 33%, respectively) on February 24, 2011, February 24,
2013 and February 24, 2014, based on the Named Executive Officer’s continued
employment on each vesting date. The Named Executive Officer must be employed on
the last day of the RSU Performance Period to earn the performance-based
restricted stock units. Termination of employment prior to such time
for any reason will result in forfeiture of the award. The vesting of
any earned performance-based restricted stock units after the end of the RSU
Performance Period will be accelerated in the event of the Named Executive
Officer’s death, disability or retirement occurring after the completion of the
RSU Performance Period.
The
time-based restricted stock unit awards will vest and settle in three
approximately equal installments (34%, 33% and 33%, respectively) on February
24, 2012, February 24, 2013 and February 24, 2014, based on the continued
employment of the Named Executive Officer on each vesting date. The time-based
restricted stock units awarded, as well as the minimum, target and maximum award
levels for the performance-based restricted stock unit awards are set forth in
the following table.
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Time-Based
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2010
Performance-Based
RSU
Awards
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Name
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RSU
Awards
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Min
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Target
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Max
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P.J.
Curlander
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0
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65,000
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130,000
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195,000
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J.W.
Gamble, Jr.
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16,000
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12,000
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24,000
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36,000
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P.A.
Rooke
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19,700
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14,775
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29,550
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44,325
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M.S.
Canning
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16,000
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12,000
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24,000
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36,000
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R.M.
Foresti
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9,400
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7,050
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14,100
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21,150
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The
Company intends to provide additional information regarding the compensation
awarded to the Named Executive Officers with respect to and during the year
ended December 31, 2009 in the Proxy Statement for the Company’s 2010 Annual
Meeting of Stockholders, which is expected to be filed with the Securities and
Exchange Commission in March 2010.
Item
9.01. Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description of Exhibit
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10.1
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Form
of Performance-Based Restricted Stock Unit Award Agreement pursuant to the
Company’s Stock Incentive Plan.+
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_________
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+
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Indicates
management contract or compensatory plan, contract or
arrangement.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Lexmark
International, Inc.
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(Registrant)
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February
26, 2010
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By:
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/s/
Robert J. Patton
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Robert
J. Patton
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Vice
President, General Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description of Exhibit
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10.1
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Form
of Performance-Based Restricted Stock Unit Award Agreement pursuant to the
Company’s Stock Incentive Plan.+
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_________
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+
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Indicates
management contract or compensatory plan, contract or
arrangement.
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