Form of 2006 Target Incentive Bonus Award Letter



 Exhibit 10(a) 
  
 

 
  

	TO:	[Name] 

  
 October     , 2005 
  
 FISCAL YEAR 2006 
 TARGET INCENTIVE
BONUS AWARD 
 UNDER PERFORMANCE BONUS PLAN 
  

Dear [First Name]: 
  
 On August 29, 2005, the Management Development and Compensation Committee of the Board of Directors (the “Committee”) authorized a target incentive bonus
award (the “Award”) to you under the Corporation’s Performance Bonus Plan (“Bonus Plan”). This award is made subject to the Corporation’s Performance Bonus Plan, which was approved by the shareholders of the Corporation
on October 26, 2005, so that payments made hereunder will be qualified as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986 and Section 1.162-27 of the Treasury Regulations
promulgated thereunder. Your Award is in the target amount of $                     (the “Target Amount”). The Award is subject to
the following terms and conditions: 
  
 1. The payout under the
Award (the “Payout”) will be based upon the Corporation’s actual operating cash flow less capital expenditures (free cash flow) expressed as a percent of the Corporation’s sales (“FCF Margin”) for fiscal year 2006 (the
“Performance Period”). Discretionary pension contributions by the Corporation shall not be included in the calculation of FCF Margin. You will receive a Payout of 100% of your Target Amount if a 6.0% FCF Margin for the Performance Period
is achieved. FCF Margin above or below 6.0% for the Performance Period will result in a lesser or greater Payout than the Target Amount on a pro rata basis (see Table 1 below). The minimum threshold for any Payout under the Award is 3.0% FCF
Margin during the Performance Period. 
  

																			
	 FY06 FCF Margin:

	  	<3.0%

	  	3.0%

	  	4.0%

	  	5.0%

	  	6.0%

	  	6.9%

	  	8.0%

	  	9.0%

	  	39.0%


	 Payout %:
	  	0%	  	25%	  	50%	  	75%	  	100%	  	123%	  	163%	  	200%	  	200%

  
 2. The Payout earned
under the Award will be paid at the end of the Performance Period. Your Payout will be reduced on a pro rata basis to reflect the actual amount of time you serve in an eligible position during the Performance Period. 
  
 3. If you retire (at or after age 60, or earlier with the consent of the
Committee), die or become disabled during the Performance Period, you will be entitled to receive a pro rata share of the Payout ultimately earned during the Performance Period based upon the number of full months worked during the
Performance Period. Termination of employment for any other reason during the Performance Period will result in forfeiture of your Award. 







 4. You will receive the Payout in either cash or a credit to your Executive Deferral Plan account (based
on your election prior to September 30, 2005) following certification of the calculation of the FCF Margin by the Committee at the end of the Performance Period. The Committee retains the ability to reduce the Payout at its sole discretion. The
amount of the Payout is also subject to the payout limitations set forth in Section 5(c) of the Bonus Plan. 
  
 5. The Award is subject to all terms, conditions and provisions of the Bonus Plan to the extent not specifically addressed herein. In the event of any
conflict between the terms of the Bonus Plan and the Award, the Bonus Plan shall prevail. 
  
 Please acknowledge receipt of the Award and indicate your agreement with the terms hereof by signing and returning a copy to me as soon as possible. 
  

	
	


	
	 Thomas A. Piraino, Jr.

	 Vice President, General Counsel

	     And Secretary


  
 Receipt Acknowledged and Agreed: 
  

					
	  

	  	Date:	  	  


	             [Name]