Exhibit 10.1
PAXAR CORPORATION
Performance Share Agreement for 2005
Under the
Paxar 2000 Long-Term Performance and Incentive Plan
This Performance Share Agreement (the
"Agreement"), is between Paxar Corporation
("Paxar" or the "Company") and
______________ ("you" or the "Executive").
This Agreement grants an award to you under
the Paxar 2000 Long-Term Performance
and Incentive Plan (the "Plan") of
Performance Shares ("shares") based on
_________ shares of Paxar Common Stock.
This award enables you to receive a
future number of shares from the Company in
accordance with the terms and
conditions of this Agreement and the
Plan.
1. Purpose. These shares have been granted by
the Executive
Development and
Compensation
Committee of Paxar's
Board of Directors (the "Committee") for
the purposes of
(a) rewarding you for contributing to the Company's success
and (b)
providing you with incentives to continue to do so in the future
as
a valued member
of the Paxar team.
2. Performance Period. The
period commences July 1, 2005 and ends December 31,
2007.
3. Performance Goals. (A) Earnings per share
(EPS), as defined in 4 a. below,
during the
Performance
Period and (B) the
average of the annual return on
invested capital
(ROIC) of the last two years of the Performance Period.
4a. EPS. EPS is defined as adjusted
net income (see
below), divided by
the
diluted
weighted
average
shares outstanding for the period under
consideration as
reported in the Company's financial statements.
b. ROIC. ROIC is defined as adjusted net income, divided by the sum of
long-term debt,
minority interest, preferred stock and total common equity,
each as reported
in the Company's financial statements.
c. Adjusted Net Income. Adjusted net income is defined as
reported net income
adjusted for (i)
material one time
charges related to
restructuring
and
purchase
accounting,
(ii) the purchase accounting impact of recording
inventories
at fair value, and (iii) material changes in accounting
policies (e.g.,
amortization of goodwill, option expensing).
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5.
Payout Value. Payout value at end of the Performance Period will
depend
on the number of shares earned and the value of the stock as of
the
distribution date.
2 1/2-Year Cumulative EPS
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ROIC
Straight-line interpolation will be
