Exhibit 10.17


 


The following table shows the base salary, annual bonus and all
other compensation paid to the named executives.  The table also shows the compensation expense
the Company recognized for financial reporting purposes for the stock and
option awards made to the named executives and for the retirement benefit each
officer earned during those years.


 


	
  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(2)

  	
   

  	
  All Other

  Compensation

  ($)(3)

  	
   

  	
  Total

  ($)

  	
   

  
	
  David A. Roberts

  Chairman, President

  and Chief Executive

  Officer(5)

  	
   

  	
  2008

  	
   

  	
  $

  	
  950,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  2,089,087

  	
   

  	
  $

  	
  1,449,980

  	
   

  	
  $

  	
  1,425,000

  	
   

  	
  $

  	
  53,716

  	
   

  	
  $

  	
  25,846

  	
   

  	
  $

  	
  5,993,629

  	
   

  
	
   

  	
   

  	
  2007

  	
   

  	
  $

  	
  474,230

  	
   

  	
  $

  	
  1,800,000

  	
   

  	
  $

  	
  1,258,688

  	
   

  	
  $

  	
  886,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  2,362,903

  	
   

  	
  $

  	
  258,736

  	
   

  	
  $

  	
  7,040,557

  	
   

  
	
  Steven J. Ford

  Vice President and

  Chief Financial

  Officer(5)

  	
   

  	
  2008

  	
   

  	
  $

  	
  339,188

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  109,544

  	
   

  	
  $

  	
  198,059

  	
   

  	
  $

  	
  433,400

  	
   

  	
  $

  	
  1,360

  	
   

  	
  $

  	
  13,797

  	
   

  	
  $

  	
  1,095,348

  	
   

  
	
  Carol P. Lowe

  Former Vice President

  and Chief Financial

  Officer(6)

  	
   

  	
  2008

  	
   

  	
  $

  	
  400,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  120,466

  	
   

  	
  $

  	
  236,242

  	
   

  	
  $

  	
  450,000

  	
   

  	
  $

  	
  6,153

  	
   

  	
  $

  	
  28,008

  	
   

  	
  $

  	
  1,240,869

  	
   

  
	
   

  	
   

  	
  2007

  	
   

  	
  $

  	
  350,000

  	
   

  	
  $

  	
  325,000

  	
   

  	
  $

  	
  69,933

  	
   

  	
  $

  	
  157,587

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  17,826

  	
   

  	
  $

  	
  26,369

  	
   

  	
  $

  	
  946,715

  	
   

  
	
   

  	
   

  	
  2006

  	
   

  	
  $

  	
  300,000

  	
   

  	
  $

  	
  325,000

  	
   

  	
  $

  	
  73,563

  	
   

  	
  $

  	
  163,561

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  10,660

  	
   

  	
  $

  	
  13,640

  	
   

  	
  $

  	
  886,424

  	
   

  
	
  John W. Altmeyer

  Group President,

  Construction

  Materials

  	
   

  	
  2008

  	
   

  	
  $

  	
  580,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  384,151

  	
   

  	
  $

  	
  590,957

  	
   

  	
  $

  	
  504,100

  	
   

  	
  $

  	
  3,970

  	
   

  	
  $

  	
  12,535

  	
   

  	
  $

  	
  2,075,713

  	
   

  
	
   

  	
   

  	
  2007

  	
   

  	
  $

  	
  550,000

  	
   

  	
  $

  	
  725,000

  	
   

  	
  $

  	
  72,707

  	
   

  	
  $

  	
  299,587

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  61,904

  	
   

  	
  $

  	
  15,695

  	
   

  	
  $

  	
  1,724,893

  	
   

  
	
   

  	
   

  	
  2006

  	
   

  	
  $

  	
  475,000

  	
   

  	
  $

  	
  725,000

  	
   

  	
  $

  	
  150,366

  	
   

  	
  $

  	
  306,833

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  53,001

  	
   

  	
  $

  	
  18,060

  	
   

  	
  $

  	
  1,728,260

  	
   

  
	
  Michael D.
  Popielec

  Group President,

  Applied Technologies

  	
   

  	
  2008

  	
   

  	
  $

  	
  520,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  187,669

  	
   

  	
  $

  	
  306,530

  	
   

  	
  $

  	
  498,900

  	
   

  	
  $

  	
  8,818

  	
   

  	
  $

  	
  15,394

  	
   

  	
  $

  	
  1,537,311

  	
   

  
	
   

  	
   

  	
  2007

  	
   

  	
  $

  	
  495,000

  	
   

  	
  $

  	
  350,000

  	
   

  	
  $

  	
  154,305

  	
   

  	
  $

  	
  663,570

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  14,601

  	
   

  	
  $

  	
  25,186

  	
   

  	
  $

  	
  1,702,662

  	
   

  
	
   

  	
   

  	
  2006

  	
   

  	
  $

  	
  465,000

  	
   

  	
  $

  	
  350,000

  	
   

  	
  $

  	
  234,345

  	
   

  	
  $

  	
  659,742

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  3,525

  	
   

  	
  $

  	
  221,314

  	
   

  	
  $

  	
  1,933,926

  	
   

  
	
  D. Christian
  Koch(7)

  President, Asia Pacific

  	
   

  	
  2008

  	
   

  	
  $

  	
  275,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  286,581

  	
   

  	
  $

  	
  179,035

  	
   

  	
  $

  	
  337,500

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  323,040

  	
   

  	
  $

  	
  1,401,156

  	
   

  



 






(1)          The value of the
stock and option awards shown in the table is equal to the expense reported for
financial reporting purposes in 2008 (before reflected forfeitures).  Note 11 to the Company’s consolidated
financial statements included in the 2008 Annual Report on Form 10-K
contains more information about the Company’s accounting for stock-based
compensation arrangements.


(2)          As explained in
the Compensation Discussion and Analysis, 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 


 


1

















 


discretion to the Compensation Committee to determine the amount of
annual incentive compensation awards. 
Because the 2008 awards were formula-based, they are reported in the
Non-Equity Incentive Plan Compensation column for 2008.  Annual incentive awards for 2007 and 2006 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 2008  consist of the following:


 


	
   

  	
   

  	
  Mr. Roberts

  	
   

  	
  Mr. Ford

  	
   

  	
  Mrs. Lowe

  	
   

  	
  Mr. Altmeyer

  	
   

  	
  Mr. Popielec

  	
   

  	
  Mr. Koch

  	
   

  
	
  Matching Contributions to the Company’s Employee Incentive Savings
  Plan

  	
   

  	
  $

  	
  9,200

  	
   

  	
  $

  	
  9,200

  	
   

  	
  $

  	
  9,200

  	
   

  	
  $

  	
  9,200

  	
   

  	
  $

  	
  9,200

  	
   

  	
  $

  	
  6,900

  	
   

  
	
  Reimbursement of Relocation Expenses

  	
   

  	
  $

  	
  2,000

  	
   

  	
  —

  	
   

  	
  $

  	
  3,681

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Reimbursement of Tax Return Preparation Fees

  	
   

  	
  $

  	
  7,713

  	
   

  	
  —

  	
   

  	
  $

  	
  5,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Club membership dues

  	
   

  	
  —

  	
   

  	
  $

  	
  4,597

  	
   

  	
  $

  	
  3,930

  	
   

  	
  $

  	
  3,335

  	
   

  	
  $

  	
  6,194

  	
   

  	
  —

  	
   

  
	
  Personal Use of Company Aircraft*

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  $

  	
  3,400

  	
   

  
	
  Expatriate Program Benefits

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  $

  	
  307,906

  	
   

  
	
  Tax Gross-Up on Reimbursement of Relocation Expenses, Tax Return
  Preparation Fees and Expatriate Program Benefits

  	
   

  	
  $

  	
  6,933

  	
   

  	
  —

  	
   

  	
  $

  	
  6,197

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  $

  	
  4,834

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  25,846

  	
   

  	
  $

  	
  13,797

  	
   

  	
  $

  	
  28,008

  	
   

  	
  $

  	
  12,535

  	
   

  	
  $

  	
  15,394

  	
   

  	
  $

  	
  323,040

  	
   

  



 


*                 The amount
reported represents the incremental cost to the Company for personal travel
based on the cost of fuel, trip related maintenance, crew travel expenses, on-board
catering, landing fees and similar variable costs.  Since the Company-owned aircraft is used
almost exclusively for business travel, fixed costs that do not change based on
usage, such as pilots’ salaries, the purchase costs of the aircraft and the
cost of the maintenance not related to the personal use, are not included.


 


(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. Koch commenced
employment with the Company as President, Asia-Pacific on February 1,
2008.


 


In addition, at its February 4, 2009 meeting, the Compensation
Committee awarded the named executive officers options to acquire shares of the
Company’s common stock (the “Shares”) and restricted Shares as follows:  (i) David A. Roberts — 200,000 options
and 72,500 restricted Shares, (ii) Steven J. Ford — 41,275 options and
14,445 restricted Shares, (iii) Carol P. Lowe — 42,855 options and 15,000
restricted Shares, (iv) John W. Altmeyer — 62,145 options and 21,750
restricted Shares,  (v) Michael D.
Popielec — 55,715 options and 19,500 restricted Shares, and (vi) D.
Christian Koch — 21,430 options and 7,500 restricted Shares.  The options were awarded at an option price
of $18.57, 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.  Each
restricted Share was valued at $18.57, which was equal to the closing market
price of the Shares on the date of grant. 
The restricted Shares vest on December 31, 2011.  During the period the Shares remain
restricted, each of the named executive officers will receive any dividend
declared on such Shares.


 


The table beginning 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 


 


2

















 


December 31, 2008 was 4.26%. 
The Retirement Plan was frozen 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 letter 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 

  	
   

  	
  1.58
  

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0
  

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle Corporation
  Supplemental Pension Plan

  	
   

  	
  1.58

  	
   

  	
  $

  	
  2,416,619

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Ford

  	
   

  	
  Retirement Plan for
  Employees of Carlisle Corporation 

  	
   

  	
  12.50

  	
   

  	
  $

  	
  71,474
  

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle Corporation
  Supplemental Pension Plan

  	
   

  	
  12.50

  	
   

  	
  $

  	
  57,661

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mrs. Lowe

  	
   

  	
  Retirement Plan for
  Employees of Carlisle Corporation 

  	
   

  	
  6.00
  

  	
   

  	
  $

  	
  24,518
  

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle Corporation
  Supplemental Pension Plan

  	
   

  	
  6.00

  	
   

  	
  $

  	
  27,281

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Altmeyer

  	
   

  	
  Retirement Plan for
  Employees of Carlisle Corporation 

  	
   

  	
  18.58

  	
   

  	
  $

  	
  110,342
  

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle Corporation
  Supplemental Pension Plan

  	
   

  	
  18.58

  	
   

  	
  $

  	
  191,251

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Popielec

  	
   

  	
  Retirement Plan for
  Employees of Carlisle Corporation

  	
   

  	
  2.33
  

  	
   

  	
  $

  	
  0
  

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle Corporation
  Supplemental Pension Plan

  	
   

  	
  2.33

  	
   

  	
  $

  	
  26,944

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Koch

  	
   

  	
  Retirement Plan for
  Employees of Carlisle Corporation 

  	
   

  	
  0.0
  

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Carlisle Corporation
  Supplemental Pension Plan

  	
   

  	
  0.0

  	
   

  	
  $

  	
  0
  

  	
   

  	
  $

  	
  0
  

  	
   

  
													



 


3

















 






(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, Popielec and Koch
commenced employment after December 31, 2004 and are not eligible to
participate in the Retirement Plan for Employees of Carlisle Corporation.


 


(2)          Note 13 to the Company’s
consolidated financial statements included in the 2008 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 a majority of 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 executive
severance 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.  At
the end of the three year benefit period, Mr. Roberts would be entitled to
retiree medical and dental coverage for the life of Mr. Roberts and his
wife. 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 would be 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.


 






*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.


 


4

















 


The
following table shows the amounts that would have been payable to the named
executives under the change in control agreements if a change of control of the
Company had occurred on December 31, 2008 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

  	
   

  	
  $

  	
  215,743

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  2,639,250

  	
   

  	
  $

  	
  2,416,619

  	
   

  	
  $

  	
  5,205,056

  	
   

  	
  $

  	
  17,601,668

  	
   

  
	
  Mr. Ford

  	
   

  	
  $

  	
  2,317,782

  	
   

  	
  $

  	
  30,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  198,720

  	
   

  	
  $

  	
  129,135

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  2,675,637

  	
   

  
	
  Mrs. Lowe

  	
   

  	
  $

  	
  2,500,000

  	
   

  	
  $

  	
  30,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  220,973

  	
   

  	
  $

  	
  51,799

  	
   

  	
  $

  	
  1,192,807

  	
   

  	
  $

  	
  3,995,579

  	
   

  
	
  Mr. Altmeyer

  	
   

  	
  $

  	
  3,825,000

  	
   

  	
  $

  	
  30,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  630,315

  	
   

  	
  $

  	
  301,593

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,786,908

  	
   

  
	
  Mr. Popielec

  	
   

  	
  $

  	
  3,056,832

  	
   

  	
  $

  	
  30,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  323,955

  	
   

  	
  $

  	
  26,944

  	
   

  	
  $

  	
  1,329,438

  	
   

  	
  $

  	
  4,767,169

  	
   

  
	
  Mr. Koch

  	
   

  	
  $

  	
  1,837,500

  	
   

  	
  $

  	
  30,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  414,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  (92,863

  	
  )

  	
  $

  	
  2,188,637

  	
   

  



 






(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,
2008 of $20.70 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,
2008 of $20.70 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 [14] to the Company’s consolidated financial statements included in
the 2008 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 or Mr. Roberts
had resigned for good reason, in either case as of December 31, 2008, Mr. Roberts
would have received the following severance benefits in accordance with his
employment letter:


 


	
  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

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  2,639,250

  	
   

  	
  $

  	
  2,416,619

  	
   

  	
  $

  	
  215,743

  	
   

  	
  $

  	
  10,021,612

  	
   

  
																		



 






(1)    Value (based on
the closing market price of the Company’s common stock on December 31,
2008 of $20.70 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,
2008 of $20.70 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 2008 Annual Report on Form 10-K
includes the valuation assumptions and other information relating to the
Supplemental Pension Plan.


 


5