ex10_1.htm


    

      Exhibit
10.1

      Lexmark
International, Inc.

      Stock
Incentive Plan

      


      Performance-Based Restricted
Stock Unit Award Notice

      


      This
Award Notice evidences the award of performance-based restricted stock units
(each, a “Performance
RSU” or collectively, the “Performance
RSUs”) that have been granted to you, [NAME], by Lexmark International,
Inc., a Delaware corporation (the “Company”),
subject to and conditioned upon your agreement to the terms of the attached
Performance-Based Restricted Stock Unit Award Agreement (the “Agreement”).  The
Performance RSUs are granted under the Lexmark International, Inc. Stock
Incentive Plan, as amended and restated, effective April 23, 2009 (the “Plan”),
and represent the Company’s unfunded and unsecured promise to issue shares of
the Company’s Common Stock at a future date, subject to the terms of this Award
Notice, the Agreement and the Plan.

      


      The
number of Performance RSUs awarded to you, the performance measures to earn
Performance RSUs, and the vesting schedule for earned Performance RSUs are
specified below.  This Award Notice constitutes part of, and is
subject to the terms and provisions of, the Agreement and the Plan, which are
incorporated by reference herein.  Capitalized terms used but not
defined in this Award Notice shall have the meanings set forth in the Agreement
or in the Plan.

      


      
        	
                Grant Date:

                 

              	
                [DATE]

              
	
                Number of
      Performance 

                RSUs at Target:

              	
                [      #     ],
      subject to adjustment as provided under Section 5.4 of the
      Plan.

              
	 
      	
                Minimum

              	
                Target

              	
                Maximum

              
	
                50%

                 

              	
                100%

              	
                150%

              
	
                Performance Measure:

              	
                [PERFORMANCE
      MEASURE]

                 

              
	 
      	
                Minimum

              	
                Target

              	
                Maximum

              
	 
      	 
      	 
      
	
                Performance Period:

              	
                [PERFORMANCE
      PERIOD]

                 

              
	
                Service
      Condition to 

                Earn Performance RSUs:

                 

              	
                You
      must be employed on the last day of the Performance Period to earn
      Performance RSUs.  If you have a termination of employment
      during the Performance Period for any reason, you shall forfeit the
      Performance RSUs.

              
	
                 

                Determination of Earned
      

                Performance RSUs:

              	
                 

                As
      soon as practicable after the end of the Performance Period, the Committee
      intends to review and approve the Company’s business results and certify
      the level of achievement of the Performance Measure. Performance RSUs will
      be earned if, and to the extent, the Performance Measure has been
      achieved. The Committee may use its sole discretion to determine whether
      the number of earned Performance RSUs shall be reduced, based on any
      factors it may deem appropriate.

                 

              
	
                Vesting
      Schedule for 

                Earned Performance

                RSUs:

              	
                Subject
      to the provisions of the Agreement and the Plan and provided that you
      remain continuously employed by the Company or one of its Subsidiaries
      through the respective vesting dates, set forth below, any earned
      Performance RSUs shall become vested as follows:

                 

                 

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      
        	
              	
                Vesting Dates

              	
                % of Earned Performance
  RSUs

              
	
                [Vesting
      Date for Tranche 1]

                 

              	
                34%

              
	
                [Vesting
      Date for Tranche 2]

                 

              	
                33%

              
	
                [Vesting
      Date for Tranche 3]

                 

              	
                33%

              
	
                Settlement Date:

              	
                For
      each earned Performance RSU, settlement (i.e., one share of the Company’s
      Common Stock will be issued for each vested earned Performance RSU) will
      occur on (i) the date on which such Performance RSU becomes vested in
      accordance with the Vesting Schedule, set forth above, or (ii) on such
      other date as set forth in this Award Notice, the Agreement, or the
      Plan.

                 

              
	
                Acceleration Events:

              	
                If
      a Change in Control occurs during the Performance Period, a pro-rata
      portion of the Performance RSUs will be deemed earned based on the greater
      of Target or actual achievement of the Performance Measure as of the date
      of the Change in Control, and the earned Performance RSUs shall become
      100% vested as of such date.

                 

                After
      the Performance Period has ended, any earned Performance RSUs shall become
      100% vested upon the earliest to occur of: (i) your Retirement, (ii) your
      termination of employment with the Company or one of its Subsidiaries as a
      result of your death or Disability, or (iii) upon a Change in Control of
      the Company prior to your termination of employment with the Company or
      one of its Subsidiaries.

                 

              
	
                Forfeiture of Award:

              	
                By
      accepting the award of Performance RSUs, you acknowledge that this award
      has been granted to you as an incentive to remain employed by the Company
      or one of its Subsidiaries, and that if you violate the provisions set
      forth in Section 1(d) of the Agreement or the Executive Compensation
      Recovery Policy, you (i) shall forfeit any unsettled earned or unearned
      Performance RSUs and (ii) shall be required to immediately repay to the
      Company, an amount equal to the value realized from the settlement of any
      earned Performance RSUs during the period set forth in Section 1(d) of the
      Agreement or the Recovery Period set forth in the Executive Compensation
      Recovery Policy, as applicable.

              


        


      

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      PERFORMANCE-BASED
RESTRICTED STOCK UNIT

      AWARD
AGREEMENT

      


      pursuant
to

      


      LEXMARK
INTERNATIONAL, INC.

      STOCK
INCENTIVE PLAN

      


      


      This PERFORMANCE-BASED RESTRICTED STOCK
UNIT AWARD AGREEMENT (the "Agreement")
between Lexmark International, Inc., a Delaware corporation (the "Company"),
and the person specified on the signature page hereof (the “Grantee”)
is entered into as of the Grant Date specified on the attached Performance-Based
Restricted Stock Unit Award Notice (the “Award
Notice”) pursuant to the Lexmark International, Inc. Stock Incentive
Plan, as the same may be amended from time to time (the "Plan").  Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Plan or in the Award Notice, as applicable.

      


      WHEREAS, the Committee has
determined that it would be to the advantage and in the interest of the Company
to grant performance-based restricted stock units to the Grantee as an
inducement to the Grantee to remain in the service of the Company and the
Subsidiaries and as an incentive to the Grantee to devote his or her best
efforts and dedication to the performance of such services and to maximize
shareholder value; and

      


      WHEREAS, the Grantee desires
to accept from the Company the grant of the performance-based restricted stock
units, as set forth in the Award Notice, subject to the terms and conditions of
this Agreement, the Award Notice and the Plan.

       
 

      NOW, THEREFORE, in
consideration of the premises and subject to the terms and conditions set forth
in this Agreement, the Award Notice and the Plan, the parties hereto hereby
covenant and agree as follows:

      


      
        	
                 
      

              	
                1.

              	
                Performance-Based
      Restricted Stock Unit Award.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Performance-Based
      Restricted Stock Unit Award.  The Company hereby grants
      to the Grantee, effective as of the Grant Date, the number of
      performance-based restricted stock units, as set forth in the Award
      Notice, each representing the Grantee's right to receive one share of
      Common Stock, subject to the achievement of the Performance Measure(s), at
      the time or times provided for in the Award Notice, and subject to the
      terms and conditions set forth in this Agreement, the Award Notice and the
      Plan (the "Performance
      RSUs”).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Stock Incentive
      Plan.  This Agreement is subject in all respects to the
      terms of the Plan, all of which terms are made a part of and incorporated
      in this Agreement by reference.  In the event of any conflict
      between the terms of this Agreement and the terms of the Plan, the terms
      of the Plan shall control.  The Grantee hereby acknowledges
      receipt of a copy of the Plan, either with this Performance RSU Award
      Agreement or a prior Incentive Award made under the Plan, and agrees to
      comply with and be bound by all of the terms and conditions
      thereof.  Copies of the Plan may also be obtained from the Vice
      President of Human Resources, at any
time.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Establishment of
      Account.  No shares of Common Stock will be issued on the
      Grant Date of the Performance RSUs and the Company shall not be required
      to set aside a fund for the settlement of any such Performance
      RSUs.  The Company will establish a separate bookkeeping account
      for the Grantee and will record in such account the number of Performance
      RSUs awarded to the Grantee, and, to the extent applicable, the number
      of 

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
        	
              	
                 

              	
                Performance
      RSUs earned by the Grantee, if any, after the Performance Period has
      ended, and the number of Dividend Equivalents provided for in Section 4(b)
      hereof.

              


      

       

      
        	
                (d)  

              	
                Forfeiture.  In
      accepting this grant of Performance RSUs, the Grantee acknowledges that
      the Performance RSUs have been granted as an incentive to the Grantee to
      remain employed by the Company or any Subsidiary and to exert his or her
      best efforts to enhance the value of the Company or any Subsidiary over
      the long-term.  Accordingly, the Grantee agrees that if he or
      she (i) within 12 months following termination of employment with the
      Company or any Subsidiary, accepts employment with a competitor of the
      Company or any Subsidiary or otherwise engages in competition with the
      Company or any Subsidiary, (ii) within 36 months following termination of
      employment with the Company or any Subsidiary, directly or indirectly,
      disrupts, damages, interferes or otherwise acts against the interests of
      the Company or any Subsidiary, including, but not limited to, recruiting,
      soliciting or employing, or encouraging or assisting his or her new
      employer or any other person or entity to recruit, solicit or employ, any
      employee of the Company or any Subsidiary without the Company’s prior
      written consent, which may be withheld in its sole discretion, (iii)
      within 36 months following termination of employment with the Company, or
      any Subsidiary, disparages, criticizes, or otherwise makes any derogatory
      statements regarding the Company or any Subsidiary or their directors,
      officers or employees, or (iv) discloses or otherwise misuses confidential
      information or material of the Company or any Subsidiary, each of these
      constituting a harmful action, then any unsettled earned or unearned
      Performance RSUs shall be canceled immediately (unless canceled earlier by
      operation of another term of this Agreement) and the Grantee shall
      immediately repay to the Company an amount equal to the value of the
      earned and settled Performance RSUs (represented by the closing market
      price on the applicable Vesting Dates (as set forth in the Award Notice)
      multiplied by the number of earned Performance RSUs vested on such Vesting
      Dates, without regard to any subsequent market price decrease or increase)
      realized by the Grantee from the vesting of any earned Performance RSUs
      within 18 months preceding the earlier of (w) the commitment of any such
      harmful action and (x) the Grantee's termination of employment with the
      Company and its Subsidiaries; and through the later of (y) 18 months
      following the commitment of any such harmful action and (z) such period as
      it takes the Company to discover such harmful action.  In
      addition, the Grantee acknowledges that, if he or she is a “Covered
      Employee” subject to the Company’s Executive Compensation Recovery Policy
      (the “Recovery
      Policy”) and engages in “Prohibited Activity,” that the unsettled
      earned or unearned Performance RSUs shall be canceled immediately and the
      Grantee shall immediately repay the “Equity Gains” realized by the Grantee
      during the “Recovery Period,” as such terms are defined in the Recovery
      Policy.  The Grantee agrees that the Company or any of its
      Subsidiaries has the right to deduct from any amounts the Company or any
      of its Subsidiaries may owe the Grantee from time to time (including
      amounts owed to the Grantee as wages or other compensation, fringe
      benefits or vacation pay, as well as any other amounts owed to the Grantee
      by the Company or any of its Subsidiaries), the amounts the Grantee owes
      the Company or any of its Subsidiaries.  The Committee shall
      have the right, in its sole discretion, not to enforce the provisions of
      this paragraph with respect to the
Grantee.

              


      

      


      Grantee
agrees to be fully liable for any breach of this above described covenant,
promise and agreement.  Grantee agrees to reimburse the Company for
all costs and expenses, including attorneys’ fees, incurred by the Company in
enforcing the obligations of Grantee.  This entire provision shall
survive the termination of the Agreement and, in no manner, shall the remedies
described herein be considered as the Company’s exclusive or entire remedy for
Grantee’s breach, non-compliance or violation of any other agreement that
Grantee may have entered into with the Company.

      


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      2.     Earning Performance
RSUs. As soon as practicable after the end of the Performance Period, as
set forth in the Award Notice, the Committee shall review and approve the
Company’s business results and certify the level of achievement of the
Performance Measure(s), as set forth in the Award Notice.  Provided
you are employed on the last day of the Performance Period, and to the extent
that the Performance Measure(s) have been achieved, a number of Performance RSUs
will be deemed earned based on the level of attainment of each Performance
Measure.  Settlement of the earned Performance RSUs is subject to your
continued employment through the Vesting Dates, as set forth in Section
3(a).  The Committee may use its sole discretion to determine whether
the number of earned Performance RSUs shall be reduced, based on any factors it
may deem appropriate.  If a Change in Control occurs during the
Performance Period, a pro-rata portion of the Performance RSUs will be deemed
earned based on the greater of Target, as set forth in the Award Notice, or the
actual achievement of the Performance Measure(s) as of the effective date of the
Change in Control.

      


      3.     Vesting of Earned
Performance RSUs.

       

      
        	
              	
                (a)

              	
                Vesting.  The
      earned Performance RSUs shall become vested in such amounts and on such
      Vesting Dates as set forth in the Award Notice, subject to the Grantee’s
      continuous employment with the Company or a Subsidiary from the Grant Date
      to the applicable Vesting Date.  To the extent vesting would
      result in the settlement of a fractional number of earned Performance
      RSUs, the number shall be rounded to a whole number, but shall not exceed
      the total number of earned Performance RSUs, as determined by the
      Committee.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Acceleration.  The
      Committee may, in its discretion, accelerate the vesting of all or any
      portion of the Performance RSUs or waive any conditions to the vesting of
      such Performance RSUs.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Termination of
      Employment during the Performance Period.  In the event
      of the Grantee's termination of employment with the Company and its
      Subsidiaries for any reason during the Performance Period, the Grantee
      shall immediately forfeit all rights with respect to the Performance
      RSUs.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Termination of
      Employment after the end of the Performance Period.  In
      the event of the Grantee’s termination of employment with the Company and
      its Subsidiaries for any reason, other than death, Disability, or
      Retirement, after the end of the Performance Period, the Grantee shall
      immediately forfeit all rights with respect to any earned Performance RSUs
      (and Dividend Equivalents) which have not yet vested in accordance with
      the terms of the Award Notice, this Agreement or the
      Plan.   After the Performance Period has ended, any earned
      Performance RSUs shall become 100% vested upon the earliest to occur of:
      (i) the Grantee’s Retirement or (ii) the Grantee’s termination of
      employment with the Company and its Subsidiaries as a result of the
      Grantee’s death or Disability.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Change in
      Control. In the event of a Change in Control prior to the Grantee’s
      termination of employment, any earned Performance RSUs (including any
      Performance RSUs deemed earned on the effective date of the Change in
      Control pursuant to Section 2) shall become 100% vested as of the
      effective date of the Change in
Control.

              


      

      


      
        	
                 
      

              	
                4.

              	
                Settlement of
      Restricted Stock Unit Award.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Settlement.  On,
      or as soon as reasonably practicable after, a Vesting Date, subject to
      Section 5 hereof, the Company shall direct its stock transfer agent to
      make (or to cause to be made) an appropriate book entry in the Company's
      stock transfer books and records reflecting the transfer to the Grantee,
      and the Grantee's ownership, of one share of Common Stock for each earned
      Performance RSU that shall have become vested on
  

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                 

              	
                such
      Vesting Date.  Upon the Grantee's request, subject to Section 5
      hereof, the Company shall deliver to the Grantee a stock certificate
      registered in the Grantee's name and representing such number of shares of
      Common Stock free and clear of all restrictions except any that may be
      imposed by law.   No payment will be required to be made by
      the Grantee upon the delivery of such shares of Common Stock, except as
      otherwise provided in Section 5 of the
  Agreement.

              


      

       

      
        	
              	
                (b)

              	
                Dividend
      Equivalents.  Unless otherwise determined by the
      Committee, during the period following the Performance Period and prior to
      a Vesting Date, the Company will credit to the bookkeeping account of the
      Grantee an amount equal to any dividends paid by the Company with respect
      to the number of shares of Common Stock corresponding to the number of
      Performance RSUs ("Dividend
      Equivalents").  Dividend Equivalents in respect of earned
      Performance RSUs that shall have become vested on the applicable Vesting
      Date shall be payable to the Grantee on such Vesting Date in accordance
      with Section 4(a).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Restrictions on Sale
      upon Public Offering.  The Grantee hereby agrees that,
      notwithstanding the vesting of the earned Performance RSUs pursuant to
      Section 3(a) of this Agreement or the transfer of the shares of Common
      Stock covered thereby to the Grantee pursuant to Section 4(a) hereof, the
      Grantee will not effect any public sale or distribution of any of such
      shares of Common Stock during the 20-day period prior to and the 180 days
      following the effective date of any registration statement hereinafter
      filed by the Company under the Securities Act of 1933, as amended, with
      respect to any underwritten public offering of any shares of the Company's
      capital stock (other than as part of such underwritten public
      offering).

              


      

      


      
        	
                 
      

              	
                5.

              	
                Tax
      Withholding.  The delivery of any directions to the
      Company's stock transfer agent or any certificates for shares of Common
      Stock pursuant to Section 4 shall not be made unless and until the
      Grantee, or, if applicable, the Grantee's beneficiary or estate, has made
      appropriate arrangements for the payment to the Company of an amount
      sufficient to satisfy any applicable U.S. federal, state and local and
      non-U.S. tax withholding or other tax requirements, as determined by the
      Company.  To satisfy the Grantee's applicable withholding and
      other tax requirements, the Company may, in its sole discretion, (i)
      withhold a number of shares of Common Stock having an aggregate Fair
      Market Value on the Vesting Date equal to the applicable amount of such
      withholding and other tax requirements or (ii) require the Grantee to sell
      a number of shares of Common Stock having at least a value sufficient to
      meet the applicable amount of such withholding and other tax requirements
      to account for rounding and market fluctuations, subject to any rules
      adopted by the Committee or required to ensure compliance with applicable
      law, including, but not limited to, Section 16 of the Securities Exchange
      Act of 1934, as amended.  Shares required to be sold to satisfy
      the Grantee’s applicable withholding and other tax requirements may be
      sold as part of a block trade with the Grantee receiving an average
      price.  Any cash payment made pursuant to Section 4 shall be
      made net of any amounts required to be withheld or paid with respect
      thereto (and with respect to any shares of Common Stock delivered
      contemporaneously therewith) under any applicable U.S. federal, state and
      local and non-U.S. tax withholding and other tax
    requirements.

              


      

      


      
        	
                 
      

              	
                6.

              	
                Transferability.  Unless
      otherwise provided in accordance with the provisions of the Plan, the
      Performance RSUs may not be sold, transferred, pledged, assigned or
      otherwise alienated or hypothecated by the Grantee, other than by will or
      the laws of descent and distribution.  The term "Grantee" as
      used in this Agreement shall include any permitted transferee of the
      Performance RSUs.

              


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                7.

              	
                Adjustment in
      Capitalization.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      aggregate number of shares of Common Stock covered by the Performance RSUs
      granted hereunder shall be proportionately adjusted to reflect, as deemed
      equitable and appropriate by the Committee, an Adjustment
      Event.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Any
      shares of stock (whether Common Stock, shares of stock into which shares
      of Common Stock are converted or for which shares of Common Stock are
      exchanged or shares of stock distributed with respect to Common Stock) or
      cash or other property received or credited to the account of the Grantee
      with respect to the Performance RSUs as a result of any Adjustment Event,
      any distribution of property or any merger, consolidation, reorganization,
      liquidation, dissolution or other similar transaction shall, except as
      otherwise provided by the Committee, be subject to the same terms and
      conditions, including restrictions on transfer, as are applicable to the
      Performance RSUs with respect to which such shares, cash or other property
      is received or so credited and stock certificate(s), if any, representing
      or evidencing any shares of stock or other property so received shall be
      legended as appropriate.

              


      

      


      
        	
                 
      

              	
                8.

              	
                Preemption by
      Applicable Laws and Regulations.  Notwithstanding
      anything in the Plan or this Agreement to the contrary, the issuance of
      shares of Common Stock hereunder shall be subject to compliance with all
      applicable U.S. federal, state and non-U.S. securities
      laws.  Without limiting the foregoing, if any law, regulation or
      requirement of any governmental authority having jurisdiction shall
      require either the Company or the Grantee (or the Grantee's beneficiary or
      estate) to take any action in connection with the issuance of any shares
      of Common Stock hereunder, the issuance of such shares shall be deferred
      until such action shall have been taken to the satisfaction of the
      Company.

              


      

      


      
        	
                 
      

              	
                9.

              	
                Interpretation;
      Construction.  All of the powers and authority conferred
      upon the Committee pursuant to any term of the Plan or the Agreement shall
      be exercised by the Committee, in its sole discretion.  All
      determinations, interpretations or other actions made or taken by the
      Committee pursuant to the provisions of the Plan or the Agreement shall be
      final, binding and conclusive for all purposes and upon all persons and,
      in the event of any judicial review thereof, shall be overturned only if
      arbitrary and capricious.  The Committee may consult with legal
      counsel, who may be counsel to the Company or any Subsidiary, and shall
      not incur any liability for any action taken in good faith in reliance
      upon the advice of counsel.

              


      

      


      
        	
                 
      

              	
                10.

              	
                Amendment.  The
      Committee shall have the right, in its sole discretion, to alter or amend
      this Agreement, from time to time, as provided in the Plan in any manner
      for the purpose of promoting the objectives of the Plan, provided that no
      such amendment shall impair the Grantee's rights under this Agreement
      without the Grantee's consent.  Subject to the preceding
      sentence, any alteration or amendment of this Agreement by the Committee
      shall, upon adoption thereof by the Committee, become and be binding and
      conclusive on all persons affected thereby without requirement for consent
      or other action with respect thereto by any such
      person.  Notwithstanding any other provision of this Agreement
      or the Plan to the contrary, the Committee may, in its sole and absolute
      discretion and without the consent of the Grantee, amend this Agreement,
      to take effect retroactively or otherwise, as it may deem necessary or
      advisable for the purpose of conforming the Agreement to any present or
      future law, regulation or rule applicable to this Agreement or the
      Plan.  The Company shall give written notice to the Grantee of
      any such alteration or amendment of this Agreement as promptly as
      practicable after the adoption thereof.  This Agreement may also
      be amended by a writing signed by both the Company and the
      Grantee.

              


      

      


      
        	
                 
      

              	
                11.

              	
                No Rights as a
      Stockholder.  The Grantee shall have no rights as a
      stockholder with respect to the Performance RSUs prior to the date as of
      which the shares of Common Stock covered thereby are transferred to the
      Grantee in accordance with Section 4(a)
hereof.

              


      

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                12.

              	
                No Guarantee of
      Employment or Future Incentive Awards. Nothing in the Plan or this
      Agreement shall be deemed to:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                interfere
      with or limit in any way the right of the Company or any Subsidiary to
      terminate Grantee’s employment at any time and for any reason, with or
      without cause;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                confer
      upon Grantee any right to continue in the employ of the Company or any
      Subsidiary; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                provide
      Grantee the right to receive any Incentive Awards under the Plan in the
      future or any other benefits the Company may provide to some or all of its
      employees.

              


      

       

      
        	
                 
      

              	
                13.

              	
                Miscellaneous.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Notices.  All
      notices and other communications required or permitted to be given under
      this Agreement shall be in writing and shall be deemed to have been given
      if delivered personally or sent by certified or express mail, return
      receipt requested, postage prepaid, or by any recognized international
      equivalent of such delivery, to the Company or the Grantee, as the case
      may be, at the following addresses or to such other address as the Company
      or the Grantee, as the case may be, shall specify by notice to the others
      delivered in accordance with this Section
13(a):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                if
      to the Company, to it at:

              


      

      


      
        	
                 
      

              	
                One
      Lexmark Centre Drive

              


      

      
        	
                 
      

              	
                740
      West New Circle Road

              


      

      
        	
                 
      

              	
                Lexington,
      KY  40550

              


      

      
        	
                 
      

              	
                Attention:  Secretary

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                if
      to the Grantee, to the Grantee at the address set forth on the signature
      page hereof.

              


      

      


      All such
notices and communications shall be deemed to have been received on the date of
delivery or on the third business day after the mailing thereof.

      


      
        	
                 
      

              	
                (b)

              	
                Binding Effect;
      Benefits.  This Agreement shall be binding upon and inure
      to the benefit of the parties to this Agreement and their respective
      successors and assigns.  Nothing in this Agreement, express or
      implied, is intended or shall be construed to give any person other than
      the parties to this Agreement or their respective successors or assigns
      any legal or equitable right, remedy or claim under or in respect of any
      agreement or any provision contained
herein.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Waiver.  Any
      party hereto may by written notice to the other party (i) extend the
      time for the performance of any of the obligations or other actions of the
      other party under this Agreement, (ii) waive
      compliance with any of the conditions or covenants of the other party
      contained in this Agreement and (iii) waive or
      modify performance of any of the obligations of the other party under this
      Agreement.  Except as provided in the preceding sentence, no
      action taken pursuant to this Agreement, including, without limitation,
      any investigation by or on behalf of any party, shall be deemed to
      constitute a waiver by the party taking such action of compliance with any
      representations, warranties, covenants or agreements contained
      herein.  The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a waiver
      of any preceding or succeeding breach and no failure by a party to
      exercise any right or privilege hereunder shall be deemed a waiver of such
      party's rights or privileges hereunder or shall be deemed a waiver of such
      party's rights to exercise the same at any subsequent time or times
      hereunder.

              


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (d)

              	
                Assignability.  Neither
      this Agreement nor any right, remedy, obligation or liability arising
      hereunder or by reason hereof shall be assignable by the Company or the
      Grantee without the prior written consent of the other
    party.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Applicable
      Law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of Delaware, regardless of the
      law that might be applied under principles of conflict of laws and
      excluding any conflict or choice of law rule or principle that may
      otherwise refer construction or interpretation of the Plan or this
      Agreement to the substantive law of another
  jurisdiction.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Jurisdiction.  The
      Grantee hereby irrevocably and unconditionally submits to the jurisdiction
      and venue of the state courts of the Commonwealth of Kentucky and of the
      United States District Court of the Eastern District of Kentucky located
      in Fayette County, Kentucky, and any appellate court from any thereof, in
      any action or proceeding arising out of or relating to this Agreement, or
      for recognition or enforcement of any judgment, and each of the parties
      hereby irrevocably agree that all claims in respect of any such action or
      proceeding may be heard and determined in such Kentucky state or United
      States federal courts located in such jurisdiction.  Each of the
      parties hereto agrees that a final judgment in any such action or
      proceeding shall be conclusive and may be enforced in other jurisdictions
      by suit on the judgment or in any other manner provided by
      law.  The parties hereby irrevocably waive, to the fullest
      extent permitted by applicable law, any objection which they may now or
      hereafter have to the laying of venue of any such proceeding brought in
      such a court and any claim that any such proceeding brought in such a
      court has been brought in an inconvenient forum.  Grantee
      further agrees that any action related to, or arising out of, this
      Agreement shall only be brought by Grantee exclusively in the federal and
      state courts located in Fayette County, Kentucky.  Nothing in
      this Agreement shall affect any right that the Company may otherwise have
      to bring any action or proceeding relating to this Agreement in the courts
      of any jurisdiction.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Severability.  If
      any provision of this Agreement or the Plan shall be held invalid or
      unenforceable, such invalidity or unenforceability shall not affect any
      other provisions of this Agreement or the Plan, and the Agreement and the
      Plan shall be construed and enforced as if such provision had not been
      included.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Survival.  Any
      provision of this Agreement which contemplates performance or observance
      subsequent to any termination or expiration of this Agreement shall
      survive any termination or expiration of this Agreement and continue in
      full force and effect.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Internal Revenue Code
      Section 409A.  It is intended that the settlement of the
      Performance RSUs shall constitute a “short-term deferral” for purposes of
      Section 409A of the Code and the Treasury Department regulations and other
      interpretive guidance issued thereunder, or as otherwise exempt from the
      provisions of Section 409A of the Code. To the extent any portion of the
      settlement of the Performance RSUs cannot be so characterized, this
      Agreement shall be interpreted and construed in compliance with Section
      409A of the Code and Treasury Department regulations and other
      interpretive guidance issued thereunder, including the restriction that
      payments made to a “specified employee” (within the meaning of Section
      409A of the Code) on account of a termination of employment shall be
      delayed for six months and one day from the date of
      termination.

              


      

      


      
        	
                (j)  

              	
                Section and Other
      Headings, Etc.  The section and other headings contained
      in this Agreement are for reference purposes only and shall not affect the
      meaning or interpretation of this
Agreement.

              


      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        	
                (k)  

              	
                Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which
      shall be deemed to be an original and all of which together shall
      constitute one and the same
instrument.

              


      

      


      *           *           *           *           *


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
Company and the Grantee have executed this Agreement, effective as of the Grant
Date.

      


      LEXMARK INTERNATIONAL,
INC.

      


      


      By: ________________________________                                                               

      Jeri L. Isbell

      Vice President of Human
Resources

      


      GRANTEE:

      


      


      By: ________________________________                                                               

      (Sign Here)

      


      Address
of the Grantee:

      ___________________________________

       

      ___________________________________

      


      


      


      


      


      


      


      


      Designation of
Beneficiary

      


      In the
event of my death, I hereby designate the following person(s), as my
beneficiary, to receive any unsettled earned Performance RSUs that become vested
upon my death pursuant to this Agreement.  I acknowledge that if I
fail to designate a beneficiary, below, that any unsettled earned Performance
RSUs that become vested upon my death shall be paid to my estate.

       
 

      


      


      


       

      
        ___________________________________

        Beneficiary Name

      

      


      



      
        
           


        

        
          9