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Exhibit 10b
(xxi)
SUMMARY
DESCRIPTION OF THE
2009 COMPANY
MANAGEMENT INCENTIVE PROGRAM
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I.
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Introduction
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The 2009
Company Management Incentive Program (MIP) was designed to focus on
two key factors that drive improvements in shareholder value:
return on invested capital (ROIC) and sales growth.
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II.
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Objectives
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The MIP is
designed to:
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Encourage
decision-making focused on producing a favorable rate of ROIC and
on growing the business rapidly, thus leading to improvements in
shareholder value.
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Influence
participants to make decisions consistent with shareholders’
interests.
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Align
management with Company objectives.
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Attract and
retain the talent required to achieve the Company’s
objectives.
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III.
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Eligibility
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Positions that
participate in this program are those that have significant impact
on the Company. Eligibility for participation in this program is
based on the determination of management. Criteria for inclusion
are market practice, impact of the role on overall Company results,
and internal practice. Participation in this program is subject to
the Terms and Conditions.
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IV.
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Performance
Measures
Shareholder
value will improve most dramatically if the Company can achieve two
goals simultaneously:
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1.
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Produce a
constantly improving rate of ROIC, and
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2.
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Grow the
business rapidly.
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The 2009 MIP
will be based on ROIC and sales growth. The payout earned is the
sum of the ROIC and sales growth results. This can be
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