EX-10.39






Exhibit 10.39




LEXMARK INTERNATIONAL, INC.

SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN

As Amended and Restated, Effective January 1, 2009




1. PURPOSE




     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.



2. DEFINITIONS




     “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.



3. ADMINISTRATION




     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
Performance Period (including reduction to zero if the Committee so determines). The Committee
shall make a determination of whether and to what extent to reduce Awards under the Plan for each
Performance Period at such time or times following the close of the Performance Period as the
Committee shall deem appropriate. The reduction in the amount of an Award to any Participant for a
Performance Period shall have no effect on the amount of the Award to any other Participant for
such Performance Period.



5. PAYMENT OF AWARDS




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     Prior to the payment of any Awards under the Plan, the Committee must certify in writing the
Maximum Award payable to a Participant and the actual amount of the individual’s Award. Each
Participant shall be eligible to receive, as soon as practicable after the amount of such
Participant’s Award for a Performance Period has been determined, payment of all or a portion of
that Award. Awards shall be paid immediately following the Committee certification, in cash, stock,
restricted stock, stock options, other stock-based or stock-denominated units or any combination
thereof, as determined by the Committee; provided, however, no payment shall be made later than two
and one-half months after the end of the Performance Period. Equity or equity-based awards may be
granted under the terms and conditions of the applicable Stock Plan. Payment of the Award may be
deferred under the Supplemental Savings and Deferred Compensation Plan, or any successor deferred
compensation plan, and/or the Stock Plan in accordance with a written election by the Participant
pursuant to the terms of such plans and any procedures established by the Committee for deferrals
under such plans.



6. AMENDMENTS




     The Committee may amend the terms and conditions of the Plan at any time and from time to
time, provided that no such amendment that would require the consent of the stockholders of the
Company pursuant to Section 162(m) of the Code, the Exchange Act, the listing standards of the New
York Stock Exchange or any other applicable law, rule or regulation, shall be effective without
such consent. No such amendment which adversely affects a Participant’s rights to, or interest in,
an Award granted prior to the date of the amendment shall be effective unless the Participant shall
have agreed thereto in writing. No such amendment shall increase the Maximum Award of any
Participant above the amount described in Section 4 above.



7. TERMINATION




     The Committee may terminate this Plan at any time. In such event, and notwithstanding any
provision of the Plan to the contrary, payment of deferred amounts plus any earnings may be
accelerated with respect to any affected Participant in the discretion of the Committee and paid as
soon as practicable; but in no event shall the termination of the Plan adversely affect the rights
of any Participant to deferred amounts previously awarded such Participant, plus any earnings
thereon.



8. OTHER PROVISIONS




     (a) No Participant or other person shall have any claim or right to receive an Award under
this Plan until such Award is actually received. Neither the establishment of this Plan, nor any
action taken hereunder, shall be construed as giving any Executive any right to be retained in the
employ of the Company. Nothing contained in this Plan shall limit the ability of the Company to
make payments or awards to its executive officers under any other plan, agreement or arrangement.



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     (b) The rights and benefits of a Participant hereunder are personal to the Participant and,
except for payments made following a Participant’s death, shall not be subject to any voluntary or
involuntary alienation, assignment, pledge, transfer, encumbrance, attachment, garnishment or other
disposition.



     (c) The Company shall have the right to deduct from Awards any taxes or other amounts required
to be withheld by law or due and payable to the Company by the Participant.



     (d) All questions pertaining to the construction, regulation, validity and effect of the
provisions of the Plan shall be determined in accordance with the laws of the State of Delaware
without regard to principles of conflict of laws.



     (e) If any provision of this Plan would cause Awards not to constitute “qualified
performance-based compensation” under Section 162(m) of the Code, that provision shall be severed
from, and shall be deemed not to be a part of, the Plan, but the other provisions hereof shall
remain in full force and effect.



     (f) No member of the Committee or the Board, and no officer, employee or agent of the Company
shall be liable for any act or action hereunder, whether of commission or omission, taken by any
other member, or by any officer, agent, or employee, or, except in circumstances involving bad
faith, for anything done or omitted to be done in the administration of the Plan.



     (g) The Company shall not be required to fund or otherwise segregate any cash or any other
assets which may at any time be paid to Participants under the Plan. The Plan shall constitute an
“unfunded” plan of the Company. The Company shall not, by any provisions of the Plan, be deemed to
be a trustee of any property, and any obligations of the Company to any Participant under the Plan
shall be those of a debtor and any rights of any Participant shall be limited to those of a general
unsecured creditor.



     (h) The Company intends for the payment of any Award under the Plan to meet the “short-term
deferral” exception form the provisions of Section 409A of the Code and the Treasury Regulations
promulgated thereunder. Notwithstanding any provision of the Plan to the contrary, the Plan shall
be interpreted and construed consistent with this intent, provided that the Company shall not be
required to assume any increased economic burden.



9. EFFECTIVE DATE




     The Plan shall be effective as of January 1, 2005, subject to approval by the stockholders of
the Company in accordance with Section 162(m) of the Code. The Plan, as amended and restated for
purposes of Section 409A of the Code, shall be effective January 1, 2009.



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