LEXMARK
INTERNATIONAL, INC.
SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN
As Amended and Restated, Effective January 1,
2009
The
purpose of the Lexmark International, Inc. Senior Executive
Incentive Compensation Plan is to permit Lexmark International,
Inc. (the “Company”), through awards of annual
incentive compensation which satisfy the requirements for
performance-based compensation under Section 162(m) of the Internal
Revenue Code, to attract and retain executives and to motivate
these executives to promote the profitability and growth of the
Company.
“AWARD”
shall mean the amount granted to a Participant by the Committee for
a Performance Period.
“BOARD”
shall mean the Board of Directors of the Company.
“CODE”
shall mean the Internal Revenue Code of 1986, as
amended.
“COMMITTEE”
shall mean the Compensation and Pension Committee of the Board or
any subcommittee thereof which meets the requirements of
Section 162(m)(4)(C) of the Code.
“EXCHANGE
ACT” shall mean the Securities Exchange Act of 1934, as
amended.
“MAXIMUM
AWARD” shall mean for each Participant, six-tenths of one
percent of Operating Income.
“OPERATING
INCOME” shall mean operating income or such accounting
equivalent as defined by accounting principles generally accepted
in the United States (“GAAP”) from time to time, and
reported in the Company’s income statement for the full
fiscal year covered by the Performance Period, adjusted to
eliminate the effect of any unusual nonrecurring items.
“PARTICIPANT”
shall mean, for each Performance Period, each executive officer of
the Company who is a “covered employee” (as defined in
Section 162(m) of the Code) for that Performance Period, unless
otherwise determined by the Committee in its sole
discretion.
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“PERFORMANCE
PERIOD” shall mean the Company’s fiscal year or any
other shorter period designated by the Committee with respect to
which an Award may be granted.
“PLAN”
shall mean the Lexmark International, Inc. Senior Executive
Incentive Compensation Plan, as amended from time to
time.
“STOCK
PLANS” shall mean the Lexmark International, Inc. Stock
Incentive Plan, as amended and restated April 30, 2003, and as
further amended from time to time, and/or any prior and successor
stock plans adopted or assumed by the Company.
The
Plan shall be administered by the Committee, which shall have full
authority to interpret the Plan, to establish rules and regulations
relating to the operation of the Plan, to select Participants, to
determine any reduction in the amounts of any Awards and to make
all determinations and take all other actions necessary or
appropriate for the proper administration of the Plan. The
Committee’s interpretation of the Plan, and all actions taken
within the scope of its authority, shall be final and binding on
the Company, its stockholders and the Participants and their
respective successors and assigns. No member of the Committee shall
be eligible to participate in the Plan.
4.
DETERMINATION OF AWARDS
(a) The
Maximum Award for the Performance Period shall be equal to
six-tenths of one percent of Operating Income. For Performance
Periods shorter than 12 months, the Maximum Award shall be
equal to six-tenths of one percent of Operating Income multiplied
by a fraction, the numerator of which is equal to the number of
full and partial months in the Performance Period and the
denominator of which is equal to 12.
(b) Following
the end of each Performance Period, the Committee may determine to
grant to any Participant an Award, which may not exceed the Maximum
Award specified in paragraph (a) of this section for such
Participant.
(c) The
Committee, in its sole discretion, based on any factors the
Committee deems appropriate, may reduce, but may not increase, the
Maximum Award to any Participant for any Perfor
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