Exhibit 10.17


 


Summary of Compensation
Arrangements for Executive Officers


 


The following table shows the base salary, annual bonus and all other
compensation paid to the named executives. 
The table also shows the grant date fair value of the stock and option
awards made to the named executives and the increase in the present value of
the retirement benefit of each named executive.


 


	
  Name and
  Principal

  Position(s)

  	
   

  	
  Year

  	
   

  	
  Salary

  ($)

  	
   

  	
  Bonus

  ($)

  	
   

  	
  Stock

  Awards

  ($)(1)

  	
   

  	
  Option

  Awards

  ($)(1)

  	
   

  	
  Non-Equity

  Incentive Plan

  Compensation($)(2)

  	
   

  	
  Change in

  Pension Value

  and Nonqualified

  Deferred

  Compensation

  Earnings(3)

  	
   

  	
  All Other

  Compensation

  ($)(4)

  	
   

  	
  Total

  ($)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  David A. Roberts

  	
   

  	
  2009

  	
   

  	
  $

  	
  950,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  1,346,325

  	
   

  	
  $

  	
  936,000

  	
   

  	
  $

  	
  963,300

  	
   

  	
  $

  	
  517,364

  	
   

  	
  $

  	
  34,564

  	
   

  	
  $

  	
  4,747,553

  	
   

  
	
  Chairman,
  President and Chief Executive Officer(5)

  	
   

  	
  2008

  	
   

  	
  $

  	
  950,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  1,579,375

  	
   

  	
  $

  	
  1,138,575

  	
   

  	
  $

  	
  1,425,000

  	
   

  	
  $

  	
  53,716

  	
   

  	
  $

  	
  25,846

  	
   

  	
  $

  	
  5,172,512

  	
   

  
	
   

  	
  2007

  	
   

  	
  $

  	
  474,230

  	
   

  	
  $

  	
  1,800,000

  	
   

  	
  $

  	
  4,725,000

  	
   

  	
  $

  	
  2,658,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  2,362,903

  	
   

  	
  $

  	
  258,736

  	
   

  	
  $

  	
  12,278,869

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Steven J. Ford

  	
   

  	
  2009

  	
   

  	
  $

  	
  385,250

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  268,244

  	
   

  	
  $

  	
  193,167

  	
   

  	
  $

  	
  293,000

  	
   

  	
  $

  	
  66,474

  	
   

  	
  $

  	
  13,797

  	
   

  	
  $

  	
  1,219,932

  	
   

  
	
  Vice
  President, Chief Financial Officer and General Counsel(6)

  	
   

  	
  2008

  	
   

  	
  $

  	
  339,188

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  186,200

  	
   

  	
  $

  	
  267,665

  	
   

  	
  $

  	
  433,400

  	
   

  	
  $

  	
  1,360

  	
   

  	
  $

  	
  13,797

  	
   

  	
  $

  	
  1,241,610

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John W. Altmeyer

  	
   

  	
  2009

  	
   

  	
  $

  	
  580,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  403,898

  	
   

  	
  $

  	
  290,839

  	
   

  	
  $

  	
  611,300

  	
   

  	
  $

  	
  144,214

  	
   

  	
  $

  	
  13,591

  	
   

  	
  $

  	
  2,043,842

  	
   

  
	
  President,
  Carlisle Construction Materials

  	
   

  	
  2008

  	
   

  	
  $

  	
  580,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  879,463

  	
   

  	
  $

  	
  866,915

  	
   

  	
  $

  	
  504,100

  	
   

  	
  $

  	
  3,970

  	
   

  	
  $

  	
  12,535

  	
   

  	
  $

  	
  2,846,983

  	
   

  
	
   

  	
  2007

  	
   

  	
  $

  	
  550,000

  	
   

  	
  $

  	
  725,000

  	
   

  	
  $

  	
  83,740

  	
   

  	
  $

  	
  514,360

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  61,904

  	
   

  	
  $

  	
  15,695

  	
   

  	
  $

  	
  1,950,699

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fred A. Sutter

  	
   

  	
  2009

  	
   

  	
  $

  	
  450,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  313,369

  	
   

  	
  $

  	
  225,646

  	
   

  	
  $

  	
  441,100

  	
   

  	
  $

  	
  12,173

  	
   

  	
  $

  	
  15,216

  	
   

  	
  $

  	
  1,457,504

  	
   

  
	
  President,
  Carlisle Tire & Wheel(7)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carol P. Lowe

  	
   

  	
  2009

  	
   

  	
  $

  	
  400,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  278,550

  	
   

  	
  $

  	
  200,561

  	
   

  	
  $

  	
  219,600

  	
   

  	
  $

  	
  38,712

  	
   

  	
  $

  	
  28,673

  	
   

  	
  $

  	
  1,166,096

  	
   

  
	
  President,
  Trail King Industries, Inc.(6)

  	
   

  	
  2008

  	
   

  	
  $

  	
  400,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  221,944

  	
   

  	
  $

  	
  319,600

  	
   

  	
  $

  	
  450,000

  	
   

  	
  $

  	
  6,153

  	
   

  	
  $

  	
  28,008

  	
   

  	
  $

  	
  1,425,705

  	
   

  
	
   

  	
  2007

  	
   

  	
  $

  	
  350,000

  	
   

  	
  $

  	
  325,000

  	
   

  	
  $

  	
  83,740

  	
   

  	
  $

  	
  280,560

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  17,826

  	
   

  	
  $

  	
  26,369

  	
   

  	
  $

  	
  1,083,495

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Michael D. Popielec(8)

  	
   

  	
  2009

  	
   

  	
  $

  	
  520,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  362,511

  	
   

  	
  $

  	
  260,746

  	
   

  	
  $

  	
  148,900

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  12,560

  	
   

  	
  $

  	
  1,304,717

  	
   

  
	
  Former
  President, Applied Technologies

  	
   

  	
  2008

  	
   

  	
  $

  	
  520,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  287,613

  	
   

  	
  $

  	
  415,480

  	
   

  	
  $

  	
  498,900

  	
   

  	
  $

  	
  8,818

  	
   

  	
  $

  	
  15,394

  	
   

  	
  $

  	
  1,746,205

  	
   

  
	
   

  	
  2007

  	
   

  	
  $

  	
  495,000

  	
   

  	
  $

  	
  350,000

  	
   

  	
  $

  	
  83,740

  	
   

  	
  $

  	
  374,080

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  14,601

  	
   

  	
  $

  	
  25,186

  	
   

  	
  $

  	
  1,342,607

  	
   

  



 






(1)   The value of the stock and
option awards shown in the table equal the grant date value of the awards for
financial reporting purposes (before reflected forfeitures).  The Company will recognize a portion of the
grant date value of the awards each year as compensation expense over the
vesting period of the awards.  Note 11 to
the Company’s consolidated financial statements included in the 2009 Annual
Report on Form 10-K contains more information about the Company’s
accounting for stock-based compensation arrangements, including the assumptions
used to determine the grant date value of the awards.


 


(2)   The Company adopted a
structured, formula-based program for the award of annual incentive
compensation to the named executives for 2008. 
Prior to 2008, the program reserved a substantial amount of negative
discretion to the Compensation Committee to determine the amount of annual
incentive compensation awards.  Because
the 2008 and 2009 awards were formula-based, they are reported in the
Non-Equity Incentive Plan Compensation column. 
Annual incentive awards for 2007 are reported in the Bonus column.


 

















 


(3)   Represents the aggregate
change in the actuarial present value of the named executive’s accumulated
benefit under the Retirement Plan for Employees of Carlisle Corporation and the
Carlisle Corporation Supplemental Pension Plan.


 


(4)   The amounts presented in the “All
Other Compensation” column for 2009  consist of the following:


 


	
   

  	
   

  	
  Mr. Roberts

  	
   

  	
  Mr. Ford

  	
   

  	
  Mr. Altmeyer

  	
   

  	
  Mr. Sutter

  	
   

  	
  Mrs. Lowe

  	
   

  	
  Mr. Popielec

  	
   

  
	
  Matching Contributions to
  the Company’s Employee Incentive Savings Plan

  	
   

  	
  $

  	
  9,200

  	
   

  	
  $

  	
  9,200

  	
   

  	
  $

  	
  9,200

  	
   

  	
  $

  	
  9,200

  	
   

  	
  $

  	
  9,200

  	
   

  	
  $

  	
  9,200

  	
   

  
	
  Reimbursement of Tax Return
  Preparation Fees

  	
   

  	
  $

  	
  14,800

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  5,000

  	
   

  	
  $

  	
  0

  	
   

  
	
  Club membership dues

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,597

  	
   

  	
  $

  	
  4,391

  	
   

  	
  $

  	
  6,016

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  3,360

  	
   

  
	
  Reimbursement of Relocation
  Expenses

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  11,605

  	
   

  	
  $

  	
  0

  	
   

  
	
  Tax Gross-Up on Tax Return
  Preparation Fees

  	
   

  	
  $

  	
  10,564

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  2,868

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  34,564

  	
   

  	
  $

  	
  13,797

  	
   

  	
  $

  	
  13,591

  	
   

  	
  $

  	
  15,216

  	
   

  	
  $

  	
  28,673

  	
   

  	
  $

  	
  12,560

  	
   

  



 


(5)   The Company appointed Mr. Roberts
Chairman, President and Chief Executive Officer on June 21, 2007.


 


(6)   The Company appointed Mr. Ford
Chief Financial Officer effective November 1, 2008.  Mr. Ford joined the Company as Vice
President, General Counsel and Secretary in 1995 and will continue to serve as
General Counsel and Secretary.  Mrs. Lowe
relinquished her position as Vice President and Chief Financial Officer
effective November 1, 2008 and was appointed President of the Company’s
wholly-owned subsidiary, Trail King Industries, Inc.


 


(7)   Mr. Sutter commenced
employment with the Company on February 5, 2008.


 


(8)   Mr. Popielec terminated
employment with the Company on June 30, 2009.


 


In addition, at its February 2, 2010 meeting,
the Compensation Committee approved the following annual salaries for 2010 for
the named executive officers (excluding Mr. Popielec): (i) David A.
Roberts - $978,500, (ii) Steven J. Ford - $425,000, (iii) John W.
Altmeyer - $597,400, (iv) Fred A. Sutter - $463,500, and (v) Carol P.
Lowe - $400,000.  The Compensation
Committee also awarded the named executive officers options to acquire shares
of the Company’s common stock (the “Shares”) as well as restricted and
performance Shares as follows: (i) David A. Roberts — 97,850 options, 28,605
restricted Shares and 28,605 performance Shares, (ii) Steven J. Ford —
21,250 options, 6,210 restricted Shares and 6,210 performance Shares, (iii) John
W. Altmeyer — 29,870 options, 8,730 restricted Shares and 8,730 performance
Shares, (iv) Fred A. Sutter — 23,175 options, 6,775 restricted Shares and
6,775 performance Shares, and (v) Carol P. Lowe — 20,000 options, 5,845
restricted Shares and 5,845 performance Shares. 
The options were awarded at an exercise price of $34.21, which was equal
to the closing market price of the Shares on the date of grant.  All options expire ten (10) years
following the date of grant and vest one-third on the first anniversary of
grant, one-third on the second anniversary of grant and the remaining one-third
on the third anniversary of grant.  Each
restricted Share was valued at $34.21, which was equal to the closing market
price of the Shares on the date of grant.  
The restricted Shares vest on December 31, 2012.  During the period the Shares remain
restricted, each of the named executive officers will receive any dividend
declared on such Shares.  Each
performance Share was valued at $34.21 which was equal to the closing market
price of the Shares on the date of grant. 
The performance Shares vest on December 31, 2012 based on (i) the
total shareholder return (price appreciation plus dividends) on the Shares
relative to the total shareholder return of the companies comprising the
S&P MidCap 400 Index over the three (3) year performance period ending
December 31, 2012 in accordance with the following table:


 

















 


	
  Company’s Total Shareholder Return

  Percentile

  	
   

  	
  Percentage of Performance
  Shares Earned

  	
   

  
	
  Below 25th percentile

  	
   

  	
   

  	
  0

  	
  %

  	
   

  
	
  25th percentile

  	
   

  	
   

  	
  50

  	
  %

  	
   

  
	
  50th percentile

  	
   

  	
   

  	
  100

  	
  %

  	
   

  
	
  75th percentile or above

  	
   

  	
   

  	
  200

  	
  %

  	
   

  



 


Dividends will accrue during the three (3) year performance period
and will be paid on awarded performance Shares.


 


The table on the following page provides the actuarial present
value of each named executive’s accumulated benefit under the Company’s
Retirement and Supplemental Pension Plans.


 


The Retirement Plan provides benefits under a cash benefit accrual
formula that was added to the plan in 1997. 
Under the formula, participants accumulate a cash balance benefit based
upon a percentage of compensation allocation made annually to the participants’
cash balance accounts.  The allocation
percentage ranges from 2% to 7% of total base salary and annual bonus
(including amounts deferred under the Savings Plan and Section 125 of the
Code) depending on each participant’s years of service.  The cash balance account is further credited
with interest annually.  The interest
credit is based on the One Year Treasury Constant Maturities as published in
the Federal Reserve Statistical Release over the one year period ending on the December 31st
immediately preceding the applicable plan year. 
The interest rate for the plan year ending December 31, 2009 was
4%.  The Retirement Plan was closed to
new participants effective December 31, 2004.  No employees hired on or after January 1,
2005 are eligible to participate in the Plan.


 


The benefits under the Supplemental Pension Plan are equal to the
difference between the benefits that would have been payable under the
Retirement Plan without regard to the compensation limitation imposed by the
Code or the limitation on participation in the Retirement Plan that became
effective on January 1, 2005 and the actual benefits payable under the
Retirement Plan as so limited.


 


Benefits under the Retirement Plan are payable as a monthly annuity or in
a lump sum payment.  Vested benefits
under the Supplement Pension Plan are payable only in the form of a monthly
annuity.  The benefits under the
Retirement Plan become vested after the executive completes 5 years of vesting
service, or if earlier, the date the executive terminates employment due to
death or disability.  The benefits under
the Supplemental Plan become vested after the executive completes ten years of
vesting service and retires at or after age 55, or if earlier, the date the
executive terminates employment due to death or disability.


 


The Company’s employment
agreement with Mr. Roberts provides that Mr. Roberts will receive a
monthly benefit under the Supplemental Pension Plan of $25,703, expressed as a
life annuity commencing on January 1, 2013.  The benefit vests at the rate of 20% per year
commencing June 21, 2008, or if earlier, the date the Company terminates Mr. Roberts’
employment other than for gross or willful misconduct or Mr. Roberts
terminates employment due to death, disability or retirement or for good
reason, as defined in his employment agreement with the Company.  The benefit will be actuarially adjusted if
it is paid in any form other than a life annuity or the benefit commencement date
is before or after January 1, 2013.


 

















 


	
  Name

  	
   

  	
  Plan Name

  	
   

  	
  Number of Years

  Credited Service

  (#)(1)

  	
   

  	
  Present Value of

  Accumulated Benefit

  ($)(2)

  	
   

  	
  Payments

  During Last

  Fiscal Year ($)

  	
   

  
	
  Mr. Roberts

  	
   

  	
  Retirement Plan
  for Employees of Carlisle Corporation

  	
   

  	
  2.58

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle Corporation
  Supplemental Pension Plan

  	
   

  	
  2.58

  	
   

  	
  $

  	
  2,933,983

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Ford

  	
   

  	
  Retirement Plan
  for Employees of Carlisle Corporation

  	
   

  	
  13.50

  	
   

  	
  $

  	
  94,559

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle
  Corporation Supplemental Pension Plan

  	
   

  	
  13.50

  	
   

  	
  $

  	
  101,050

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Altmeyer

  	
   

  	
  Retirement Plan
  for Employees of Carlisle Corporation

  	
   

  	
  19.58

  	
   

  	
  $

  	
  142,773

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle
  Corporation Supplemental Pension Plan

  	
   

  	
  19.58

  	
   

  	
  $

  	
  303,034

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Sutter

  	
   

  	
  Retirement Plan
  for Employees of Carlisle Corporation

  	
   

  	
  0.92

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle
  Corporation Supplemental Pension Plan

  	
   

  	
  0.92

  	
   

  	
  $

  	
  12,173

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mrs. Lowe

  	
   

  	
  Retirement Plan
  for Employees of Carlisle Corporation

  	
   

  	
  7.00

  	
   

  	
  $

  	
  36,789

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle
  Corporation Supplemental Pension Plan

  	
   

  	
  7.00

  	
   

  	
  $

  	
  53,722

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Popielec

  	
   

  	
  Retirement Plan
  for Employees of Carlisle Corporation

  	
   

  	
  3.33

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle
  Corporation Supplemental Pension Plan

  	
   

  	
  3.33

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  



 






(1)   The amounts
presented in this column represent the number of actual years the named
executive has been a participant in each plan. 
None of the named executives have been given credit under the plans for
years of service in addition to their actual years of service presented in the
table.  Messrs. Roberts and Sutter
commenced employment after December 31, 2004 and are not eligible to
participate in the Retirement Plan for Employees of Carlisle Corporation.  Mr. Popielec terminated employment with
the Company on June 30, 2009 prior to becoming vested in his benefit under
the Carlisle Corporation Supplemental Pension Plan.


 


(2)   Note 13 to the
Company’s consolidated financial statements included in the 2009 Annual Report
on Form 10-K includes the valuation assumptions and other information
relating to the Retirement Plan and Supplemental Pension Plan.


 


Each named executive officer
is party to an executive severance agreement providing for benefits in the
event of a “change of control” (defined generally as an acquisition of 20% or
more of the outstanding voting Shares or a change in the majority in the Board
of Directors).  In the event of any
termination of an executive’s employment (including due to the executive’s
resignation) within three (3) years of a change of control (other than due
to the executive’s death or disability or after the executive attains age 65),
each change in control agreement provides that the executive will be entitled
to receive three years’ compensation, including bonus, retirement benefits
equal to the benefits the executive would have received had he or she completed
three additional years of employment, continuation of all life, accident,
health, savings, and other fringe benefits for three years, and relocation
assistance.  The three year benefit
period is


 

















 


reduced if the executive terminates within three
years of the date the executive would attain age 65.  In addition, the agreements provide that the
executive will become fully vested in all outstanding stock option and
restricted Share awards.  If any payments
to a named executive are considered excess “parachute payments”* and the amount
of the excess is more than 15%, the Company is required to provide a tax gross
up for the excise taxes the executive would be required to pay with respect to
the payments.


 


A copy of the Company’s form
Executive Severance Agreement is filed as an Exhibit to the 2008 Annual
Report on Form 10-K and a copy of the Company’s Executive Severance
Agreement with Mr. Roberts is on file as an Exhibit to the Company’s
quarterly report on Form 10-Q for the period ended June 30, 2007 and
is incorporated herein by reference.


 


The following table shows the amounts that would
have been payable to the named executives (other than Mr. Popielec who
terminated employment on June 30, 2009) under the change in control
agreements if a change of control of the Company had occurred on December 31,
2009 and the named executives’ employment with the Company was terminated
without cause immediately thereafter.


 


	
   

  	
   

  	
  Severance

  Benefit

  	
   

  	
  Estimated

  Value of

  Continued

  Participation in

  Health and

  other Welfare

  Benefit Plans(1)

  	
   

  	
  Stock

  Options(2)

  	
   

  	
  Restricted

  Stock(3)

  	
   

  	
  Present Value

  of

  Supplemental

  Pension Plan

  Benefit(4)

  	
   

  	
  Excise Tax

  Gross-Up

  (Reduction in

  Payments)

  	
   

  	
  Total

  	
   

  
	
  Mr. Roberts

  	
   

  	
  $

  	
  7,125,000

  	
   

  	
  $

  	
  212,325

  	
   

  	
  $

  	
  3,233,950

  	
   

  	
  $

  	
  6,166,800

  	
   

  	
  $

  	
  2,933,983

  	
   

  	
  $

  	
  4,866,602

  	
   

  	
  $

  	
  24,538,627

  	
   

  
	
  Mr. Ford

  	
   

  	
  $

  	
  2,317,764

  	
   

  	
  $

  	
  30,000

  	
   

  	
  $

  	
  670,162

  	
   

  	
  $

  	
  755,262

  	
   

  	
  $

  	
  101,050

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  3,874,237

  	
   

  
	
  Mr. Altmeyer

  	
   

  	
  $

  	
  3,825,000

  	
   

  	
  $

  	
  30,000

  	
   

  	
  $

  	
  1,207,963

  	
   

  	
  $

  	
  1,605,424

  	
   

  	
  $

  	
  303,034

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  6,971,421

  	
   

  
	
  Mr. Sutter

  	
   

  	
  $

  	
  2,637,300

  	
   

  	
  $

  	
  30,000

  	
   

  	
  $

  	
  773,327

  	
   

  	
  $

  	
  1,126,298

  	
   

  	
  $

  	
  12,173

  	
   

  	
  $

  	
  1,443,847

  	
   

  	
  $

  	
  6,022,945

  	
   

  
	
  Mrs. Lowe

  	
   

  	
  $

  	
  2,550,000

  	
   

  	
  $

  	
  30,000

  	
   

  	
  $

  	
  699,329

  	
   

  	
  $

  	
  811,106

  	
   

  	
  $

  	
  53,722

  	
   

  	
  $

  	
  1,269,818

  	
   

  	
  $

  	
  5,413,975

  	
   

  



 






(1)   Under his
employment letter agreement with the Company, Mr. Roberts is entitled to
retiree medical and dental coverage for the life of Mr. Roberts and his
wife if his employment is terminated without cause.  The amount presented for Mr. Roberts is
the estimated value of the retiree medical benefits.  The amount presented for the other named
executives is the estimated value of three years of continued participation in
the Company’s group health and other welfare benefit plans.


 


(2)   Value (based on
the closing market price of the Company’s common stock on December 31,
2009 of $34.26 per Share) of unvested in-the-money stock options that would
become vested upon a change of control of the Company.


 


(3)   Value (based on
the closing market price of the Company’s common stock on December 31,
2009 of $34.26 per Share) of unvested shares of restricted stock that would
become vested upon a change of control of the Company.


 


(4)   Present value of
the Supplemental Pension Plan benefit that would become vested upon termination
after a change of control of the Company. 
Note 13 to the Company’s consolidated financial statements included in
the 2009 Annual Report on Form 10-K includes the valuation assumptions and
other information relating to the Supplemental Pension Plan.


 


The
employment letter with Mr. Roberts also provides for severance
benefits.  If the Company
had terminated Mr. Roberts’ employment for any reason other than gross and
willful misconduct


 






* Section 280G of the Internal Revenue
Code defines “parachute payments” as payments which (i) are compensatory
in nature, (ii) are made to or for the benefit of a shareholder, officer
or highly compensated individual, and (iii) are contingent on a change in
ownership or effective control (or change in ownership of a substantial portion
of assets) of a corporation.  If the
parachute payments have an aggregate present value of at least 3 times the
average annual compensation earned by the recipient of the payment over the 5
years preceding the date of the change in control, the amount of the payments
in excess of 1 times such average annual compensation are not deductible by the
payor for federal income tax purposes and are subject to a 20% excise tax
(payable by the recipient) in addition to regular income taxes.


 

















 


or
Mr. Roberts had resigned for good reason, in either case as of December 31,
2009, Mr. Roberts would have received the following severance benefits in
accordance with his employment letter agreement with the Company:


 


	
  Severance

  Benefit

  	
   

  	
  Stock

  Options(1)

  	
   

  	
  Restricted

  Stock(2)

  	
   

  	
  Present Value of

  Supplemental Pension

  Plan Benefit(3)

  	
   

  	
  Estimated Value

  of Retiree

  Medical Benefits

  	
   

  	
  Total

  	
   

  
	
  $

  	
  4,750,000

  	
   

  	
  $

  	
  3,233,950

  	
   

  	
  $

  	
  6,166,800

  	
   

  	
  $

  	
  2,933,983

  	
   

  	
  $

  	
  212,325

  	
   

  	
  $

  	
  17,297,058

  	
   

  
																		



 






(1) Value (based on
the closing market price of the Company’s common stock on December 31,
2009 of $34.26 per Share) of unvested in-the-money stock options that would
become vested upon termination.


 


(2) Value (based on
the closing market price of the Company’s common stock on December 31,
2009 of $34.26 per Share) of unvested shares of restricted stock that would
become vested upon termination.


 


(3) Present value of the
Supplemental Pension Plan benefit that would become vested upon
termination.  Note 13 to the Company’s
consolidated financial statements included in the 2009 Annual Report on Form 10-K
includes the valuation assumptions and other information relating to the
Supplemental Pension Plan.