exv10w1






Exhibit 10.1




Summary of Named Executive Officer 2010 Salaries, 2009 Bonus

Awards, 2010 Maximum Bonus Potential, and 2010 Equity and Performance Awards



Base Salary Adjustments. The Compensation Committee approved, and the board of directors ratified,
adjustments to the annual base salaries for certain of the Named Executive Officers after a review
of performance and competitive market data. The table below sets forth the annual base salary
levels of the Company’s Named Executive Officers for 2009 and 2010 (the salary for 2009 became
effective on April 1, 2009, and the salary for 2010 will become effective as of April 1, 2010).
The Named Executive Officers were determined based on those identified in the Summary Compensation
Table contained in the Company’s proxy statement dated April 16, 2009.



Annual Bonus Awards. The Compensation Committee also authorized, and the board of directors
ratified, the payment of annual incentive (i.e., bonus) awards to each of the Company’s executive
officers in respect of the year ended December 31, 2009. The annual bonus awards were made
pursuant to the Company’s annual bonus plan, with target percentages ranging from 70% to 130% in
2009. For each of the Named Executive Officers a minimum target percentage was established
pursuant to such executive’s employment agreement with the Company, which are listed as exhibits to
the Company’s Current Report on Form 8-K to which this Exhibit 10.1 is attached and which are
hereby incorporated by reference herein. The Employment Agreements for the Named Executive
Officers and Mr. Paz are also described in the Company’s Current Report on Form 8-K filed October
31, 2008.



Pursuant to the bonus plan, in order for any bonus amount to be paid the Company must meet an
annual financial goal which is based on budgeted EBITDA (earnings before interest, taxes,
depreciation and amortization) and earnings per share. If the corporate financial target is not
met, then the corporate bonus pool is reduced to the extent necessary to enable the Company to meet
its target. If the Company has met its annual financial goal, then actual bonus awards for
executive officers are determined based on the executive officers’ respective bonus targets and an
evaluation by the Committee (and in the case of senior executives also by the CEO) of the extent to
which work plan goals were achieved. In addition, if the Company meets certain “stretch” financial
targets, bonus targets may be increased by as much as 100%. The Committee reviews and approves the
annual financial targets. For 2009, the Company achieved its “stretch” financial goals, and,
accordingly, bonuses awarded to the Named Executive Officers were enhanced by up to 100%.



The Compensation Committee also authorized, and the board of directors ratified, the award of
annual incentive (i.e., bonus) awards to each of the Company’s Named Executive Officers with
respect to the year ending December 31, 2010. These awards were granted as “Other Awards” under
the Company’s 2000 Long-Term Incentive Plan, as amended (the “2000 LTIP”), and represent the
maximum amount which may be earned by the executive based on the achievement of individual and
corporate stretch financial and workplan goals. The Compensation Committee may exercise discretion
to reduce such bonuses based on Company performance, individual performance and other factors, but
may in no event increase the amount of such bonuses beyond the maximum. In addition, if certain
threshold earnings per share targets are not met, then no such bonuses may be paid.



The following table sets forth the 2009 and 2010 base salary levels, along with the annual bonus
awards for 2009 and the maximum annual bonus awards for 2010, for each of the Named Executive
Officers:














 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Annual Bonus	 	Maximum
	 	 	 	 	Annual Base Salary	 	Award	 	Bonus Award
	Name	 	Title	 	2009	 	2010	 	2009	 	2010
	George Paz	 	President, CEO & Chairman
	 	$	980,000	 	 	$	1,100,000	 	 	$	2,528,500	 	 	$	2,782,000	 
	Jeffrey Hall	 	Executive Vice President & CFO
	 	$	530,000	 	 	$	600,000	 	 	$	714,000	 	 	$	932,000	 
	Michael Holmes	 	Executive Vice President, Human Capital & Emerging Markets
	 	$	453,200	 	 	$	453,200	 	 	$	629,860	 	 	 	N/A 	*
	Patrick McNamee	 	Executive Vice President & COO
	 	$	494,400	 	 	$	550,000	 	 	$	687,120	 	 	$	857,760	 








 




			
	*	 	As previously disclosed, Mr. Holmes has announced his intention to leave the Company.





Annual Long Term Incentive Awards



On February 17, 2010, the Compensation Committee approved, and on March 3, 2010 the board of
directors ratified, awards of certain long term incentive compensation to each of the Named
Executive Officers (other than Mr. Holmes). The long term incentive compensation awards are
comprised of a mix of performance shares, non-qualified stock options and restricted stock units,
granted under the 2000 LTIP, as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Non-Qualified	 	Performance	 	Restricted Stock
	Name	 	Title	 	Stock Options	 	Shares	 	Units
	George Paz	 	President, CEO & Chairman
	 		87,193	 	 		24,749	 	 		17,678	 
	Jeffrey Hall	 	Executive Vice President & CFO
	 		29,583	 	 		4,798	 	 		4,798	 
	Michael Holmes	 	Executive Vice President, Human Capital & Emerging Markets
	 	 	N/A 	*	 	 	N/A 	*	 	 	N/A 	*
	Patrick McNamee	 	Executive Vice President & COO
	 		26,469	 	 		4,293	 	 		4,293	 








 




			
	*	 	As previously disclosed, Mr. Holmes has announced his intention to leave the Company.




Performance Shares. The performance shares are settled in shares of the Company’s common stock
(the “Stock”) on a share-for-share basis. The number of shares of Stock to be delivered upon
settlement of the performance shares is determined based upon the Company’s performance over a set
period versus a peer group of companies selected by the Compensation Committee.



Specifically, the number of shares issued in settlement of the performance share awards will depend
on where the Company’s performance for the period from January 1, 2010 through January 1, 2013
ranks in relation to the designated peer group in three equally-rated metrics:







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	 	•	 	compound annual shareholder return (price appreciation plus reinvestment of
monthly dividends and the compounding effect of dividends paid on reinvested
dividends),
	 
	 	•	 	compound annual growth in earnings per share (basic earnings per share
before extraordinary items and discontinued operations), and
	 
	 	•	 	average return on invested capital (income before extraordinary items
(available for common stock) divided by total invested capital, which is the
sum of total long-term debt, preferred stock, minority interest and total
common equity).




In order for any shares to be issued under the performance share awards, the Company’s composite
performance must rank in at least the 40th percentile in relation to its peer group. Assuming the
Company’s composite performance for the performance period is at the 40th percentile, the actual
shares of Stock issued will equal 35% of the award targeted for the Named Executive Officer; at the
50th percentile, the actual shares of Stock issued will equal 100% of the award targeted for the
Named Executive Officer; and at the 80th percentile, the actual shares of Stock issued will equal
250% of the award targeted for the Named Executive Officer, which is the maximum number of shares
that can be awarded. If the Company’s composite performance falls between these percentile
rankings, the actual shares of Stock issued will be determined by interpolation.



Realization of the performance share awards and their actual value, if any, will depend on the
applicable targets being met and the market value of the Stock on the date the performance share
awards are settled.



The awards provide for certain rights in the event of termination of employment as a result of
death, disability, retirement or termination by the Company without cause (as defined), but
terminate in the event of termination of employment for any other reason prior to the last day of
the performance period. Notwithstanding the foregoing, the awards provide that upon a change of
control (as defined) prior to the last day of the performance period, participants who remain
employed on the date of a change in control or who terminated earlier on account of death,
disability or retirement will receive cash equal to the value of a portion of the Stock represented
by the performance shares on the last trading day before the change in control, and that
participants who were terminated earlier by the Company without cause will receive the cash value
of the Stock represented by between 100% and 250% of the performance shares on the last trading day
before the change in control.



The performance shares are subject to the terms of the 2000 LTIP and a Performance Share Agreement
entered into with each participant. The 2000 LTIP is listed as Exhibits 10.5, 10.6 and 10.7, and
the form of award agreement is listed as Exhibit 10.2, to the Current Report on 

Form 8-K to which
this Exhibit 10.1 is attached and each is hereby incorporated herein by this reference.



Stock Options. The non-qualified stock options (“options”) were granted with a specified exercise
price of $98.99 per share, which was equal to the fair market value of the Stock on
the date of grant. In accordance with the Company’s Policy for Grant Approvals and for
Establishing Grant Date for Equity Grants, the grant date for the options is March 3, 2010, which
was the date the Company’s board of directors ratified the grant. The options vest and become
exercisable as to one-third of each award annually on February 28, 2011, 2012, and 2013, and expire
on February 28, 2017. The actual value, if any, of the options will depend on the market value of
the Stock on the date the options are exercised.



The options are subject to the terms and conditions of the 2000 LTIP as well as a Stock Option
Award Agreement entered into with each participant. The 2000 LTIP is listed as Exhibits 10.5, 10.6
and 10.7, and the form of award agreement is listed as Exhibit 10.3, to the Current Report on Form
8-K to which this Exhibit 10.1 is attached and each is hereby incorporated herein by this
reference.



Restricted Stock Units. The restricted stock units awarded to the Named Executive Officers entitle
the grantee to receive shares upon the satisfaction of the vesting conditions. The restricted
stock units are scheduled to vest as to one-third of each award annually on February 28, 2011,
2012, and 2013. The restricted stock units are subject to the terms and conditions of the 2000
LTIP as well as a Restricted Stock Unit Agreement entered into with each participant. The 2000
LTIP is listed as Exhibits 10.5, 10.6 and 10.7, and the form of award agreement is listed as
Exhibit 10.4, to the Current Report on Form 8-K to which this Exhibit 10.1 is attached and each is
hereby incorporated herein by this reference.





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