exv10w11w2w1






Exhibit 10.11.2.1




LETTER OF GRANT

as of

January 1, 2009




Mr. Dean A. Scarborough

President and Chief Executive Officer

Avery Dennison Corporation

150 North Orange Grove Boulevard

Pasadena, California 91103




Dear Mr. Scarborough:



Avery Dennison Corporation (“Company”) is adopting an amended and restated Avery Dennison
Corporation Supplemental Executive Retirement Plan (“Plan”) effective as of January 1, 2009. The
amended and restated Plan contains the necessary provisions to bring the Plan into compliance with
Internal Revenue Code Section 409A (“Section 409A”). By complying with the requirements of Section
409A, the benefits provided under such nonqualified deferred compensation plan may continue to be
tax deferred. This letter is written to advise you of the changes that the Compensation and
Executive Personnel Committee of the Board of Directors of the Company has made to the Plan in
order to comply with Section 409A.



Calculation of SERP Benefit. As an inducement for you to remain in the service of the
Company, and to provide you with additional incentive to further the growth, development and
financial success of the Company, the Company will continue to provide you with a SERP Benefit that
is determined in accordance with the provisions below and subject to the terms of the Plan.



Your “SERP Benefit” is equal to the annual payment of a straight life annuity commencing the first
day of the month following the month in which you attain age 65 (or the month in which a Payment
Event occurs, if later) with each annual payment equal to sixty-two and one-half percent (62.5%) of
your Average Compensation. The amount determined in the preceding sentence will be reduced for
early commencement:




	(1)	 	In the same manner as provided in the Qualified Plan to the extent your Benefit Commencement
Date is on or after the date you attain age 55; and
	 
	(2)	 	To the extent your Benefit Commencement Date is before the date you attain age 55 and your
SERP Benefit is payable to you in a Lump Sum, then the Lump Sum SERP Benefit will be
Actuarially Equivalent to the




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	 	 	SERP Benefit payable to you on the first day of the month following the date you attain age
55, taking into account the applicable early commencement factors that would be applied
under the Qualified Plan as of such date.





Finally, your SERP Benefit will be further reduced by the Specified Formula Reductions. For the
avoidance of doubt, the rate at which your SERP Benefit accrues will not be adversely affected if
the benefit under the Amended and Restated Benefit Restoration Plan of Avery Dennison Corporation
(“BRP”) is paid prior to the payment of your SERP Benefit by reason of a Change in Control.



Time and Form of Payment. Your SERP Benefit will be paid on the Benefit Commencement Date
determined under the BRP and in accordance with the form of payment specified or, if applicable,
elected under the BRP.



Key Employee Delay. If you are a Key Employee, as determined under the Avery Dennison
Corporation Key Employee Policy or by the Committee for all nonqualified plans in accordance with
the requirements of Code Section 409A, and your SERP Benefit is payable due to your Separation from
Service, as described under the BRP, your Benefit Commencement Date will be no earlier than the
first day of the month that is coincident with or next following the date that is six months after
your Separation from Service, unless an earlier payment complies with a permissible Section 409A
exception (e.g., the payment of employment taxes). To the extent your status as a Key Employee
results in a delayed payment, then, following the end of such six-month period, the Plan will
provide you with a one-time payment equal to the amount you would have been entitled to receive if
your Benefit Commencement Date had not been delayed due to your status as a Key Employee, together
with Interest.



Vesting. You will become vested in your SERP Benefit upon the earliest of the following
dates provided, in the event of (1), (2), or (3), you are an Employee on that date:




	(1)	 	The date you attain age 60;
	 
	(2)	 	The date you suffer a Disability;
	 
	(3)	 	The date of your death;
	 
	(4)	 	The date you have an involuntary Separation from Service from the Company without Cause,
including an involuntary Separation from Service on account of a Change in Control; and
	 
	(5)	 	The date of your Separation from Service for Good Reason.





Forfeiture. In the event you are terminated by the Company for Cause before you attain age
65, you will forfeit your entire SERP Benefit under the Plan.



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Death Benefit. Upon your death, a Death Benefit will be paid only to the spouse to whom
you were married on the date of your death; payment will be made in a Lump Sum (which is the form
in which the “death benefit” under the BRP is paid) at the same time as the “death benefit” under
the BRP, provided such spouse is then living.



The amount of the Lump Sum Death Benefit payable to your spouse will be Actuarially Equivalent to
the amount that would have been payable to your spouse as a survivor benefit hereunder if before
your date of death you attained age 60 (or your actual age, if you are older), commenced benefits
in the form of a 50% Joint and Survivor Annuity, and then died.



No Death Benefit will be payable hereunder or under the Plan if you die while unmarried before any
scheduled Benefit Commencement Date.



Definitions. For purposes of determining your rights hereunder and under the Plan, the
terms:




	(1)	 	Cause, Disability, Good Reason, Lump Sum and SERP Benefit will have the meanings set forth in
the Plan;
	 
	(2)	 	Actuarial Equivalent and/or Actuarially Equivalent, Average Compensation, and Specified
Formula Reductions will have the meanings set forth in Appendix A hereto; and
	 
	(3)	 	Benefit Commencement Date, Change in Control, Employee, Interest (except for purposes of the
definition of Actuarial Equivalent in Appendix A), Joint and Survivor Annuity, Key Employee,
Qualified Plan, Payment Event, and Separation from Service will have the meanings set forth in
the BRP.





Notwithstanding Section 9.2 of the Plan, neither future amendments nor termination of the Plan will
adversely affect the SERP Benefit to be provided hereunder or under the Plan without your prior
written consent. Notwithstanding Section 4.4 of the Plan, the Committee may not delay or
accelerate the payment of the SERP Benefit without your prior written consent; provided, however,
that in the event the Committee recommends a delay or an acceleration of the SERP Benefit to comply
with Code Section 409A and you do not consent, you hereby acknowledge and agree that the Company
shall not be liable for any taxes or penalties incurred under Code Section 409A or otherwise by
reason of your lack of consent. (For the avoidance of doubt, the foregoing sentence shall not be
construed to imply that the Company would have any such liability regardless). The rights provided
hereunder and under the Plan may not be sold, pledged, assigned or transferred in any manner other
than by will or by the laws of descent and distribution, or in accordance with a domestic relations
order as described in the Plan.



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Please acknowledge your receipt and acceptance of this Letter of Grant, and your agreement to be
bound by all of the terms hereof and of the Plan, by countersigning and dating the enclosed copy of
this letter in the space provided below and returning the same to me.



	 	 	 	 	 
	Very truly yours,	 	 
	 
	 	 	 	 
	AVERY DENNISON CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ David E. I. Pyott	 	 
	 

	 	 	 	 
	 	 	Chairman of the Compensation and Executive Personnel Committee






Date: August 11, 2009




	 	 	 
	I hereby acknowledge having received,
read and understood this Letter of
Grant and the Plan, and agree to be
bound by the terms hereof and of the
Plan.

	 	 
	 
	 	 
	/s/ Dean A. Scarborough
	 	 
	 


	 	 






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APPENDIX A




As used in the Letter of Grant to which this Appendix is attached, and herein, the following terms
will have the meanings specified:




	1.	 	“Actuarial Equivalent” or “Actuarially Equivalent” shall mean the equivalent of a given
amount (or series of amounts) payable in another manner or by another means in accordance with
actuarial principles, methods and assumptions as approved for this purpose by the Compensation
and Executive Personnel Committee of the Board of Directors of the Company and which will
include the following:






(a) Mortality – the Applicable Mortality Table defined in Internal Revenue Code Section
417(e)(3)(B) in effect each September, for adjustments made during the one-year period
beginning the subsequent December 1.




(b) Interest – The Applicable Interest Rate defined in Internal Revenue Code Section
417(e)(3)(C) as of September of each year, for adjustments made during the one-year period
beginning the subsequent

December 1; provided, however, for purposes of the reductions described in paragraphs (3),
(4), and (5) of Appendix B, Interest shall be determined as if the “applicable percentage”
referred to in Code Section 417(e)(3)(D)(iii) were 100 percent for all years.




	2.	 	“Average Compensation” shall mean the annual average of (a) and (b) below:






(a) Your salary for the three highest twelve month periods out of your last sixty
months of employment with the Company; plus




(b) Your three highest earned annual bonuses during your last sixty months of
employment with the Company.




For this purpose your salary and bonus will include any such compensation that is deferred
by you under any Company deferred compensation plan or arrangement.




	3.	 	“Specified Formula Reductions” means the specific reductions to the Plan formula attributable
to Company-provided retirement benefits under plans and arrangements other than the Plan and
certain other amounts determined before January 1, 2009. Said reduction will equal the sum of
the amounts listed in the Specified Formula Reductions Schedule in Appendix B. To the extent
necessary, each amount will be converted to an Actuarially Equivalent straight life annuity
commencing on your Benefit Commencement Date.




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APPENDIX B



Specified Formula Reduction Schedule





The Specified Formula Reduction Schedule is the schedule of amounts attributable to
Company-provided benefits and contributions for or in respect of you and certain other amounts
determined before January 1, 2009, which are taken into account in determining the Specified
Formula Reduction. The amounts are described below and such reduction will be applied as of
your applicable Benefit Commencement Date. Accordingly, to the extent necessary, each such
amount will be converted to an Actuarially Equivalent straight life annuity commencing on your
Benefit Commencement Date before such reduction is applied.




	(1)	 	The Actuarial Equivalent amount payable to or in respect of you under the Qualified Plan
(without regard to any offsets thereunder) and any successor qualified defined benefit
retirement plan offered by the Company; provided such amount satisfies the requirements of
Treasury Regulation Section 1.409A-1(a)(2).
	 
	(2)	 	The Actuarial Equivalent amount payable to or in respect of you under the BRP at the same
time and in the same form as your SERP Benefit.
	 
	(3)	 	The Actuarial Equivalent of the Lump Sum amount of your “Company Contributions Account” and
your “Prior Account” under the Avery Dennison Employee Savings Plan and any successor
qualified defined contribution retirement plan offered by the Company; provided such amount
satisfies the requirements of Treasury Regulation Section 1.409A-1(a)(2).
	 
	(4)	 	The Actuarial Equivalent of the fixed Lump Sum amounts shown in the following table, where
such fixed amounts equal the Company contributions (plus interest) in your account as of
December 31, 2008 under the Avery Dennison Corporation Executive Deferred Retirement Plan, and
the Avery Dennison Corporation Executive Variable Deferred Retirement Plan projected with
fixed assumed contributions with earnings (as specified in the table) as follows:




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Projected Account Balance as of December 31




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Company	 	 	 	 	 	 	Account	 
	Year-End	 	Age	 	 	Contributions	 	 	Earnings	 	Balance	 
	 
	2008
	 	 	53	 	 	 	 	 	 	 	 	 	 	$	271,475 (actual)	 
	2009
	 	 	54	 	 	$	53,110	 	 	 	5.86	%	 	$	340,493	 
	2010
	 	 	55	 	 	$	55,200	 	 	 	5.86	%	 	$	415,646	 
	2011
	 	 	56	 	 	$	57,550	 	 	 	5.86	%	 	$	497,553	 
	2012
	 	 	57	 	 	$	59,870	 	 	 	5.86	%	 	$	586,579	 
	2013
	 	 	58	 	 	$	62,320	 	 	 	5.86	%	 	$	683,273	 
	2014
	 	 	59	 	 	$	64,820	 	 	 	7.35	%	 	$	798,313	 
	2015
	 	 	60	 	 	$	67,470	 	 	 	7.35	%	 	$	924,459	 
	2016
	 	 	61	 	 	$	70,210	 	 	 	7.35	%	 	$	1,062,617	 
	2017
	 	 	62	 	 	$	73,100	 	 	 	7.35	%	 	$	1,213,820	 
	2018
	 	 	63	 	 	$	75,990	 	 	 	7.35	%	 	$	1,379,025	 
	2019
	 	 	64	 	 	$	79,120	 	 	 	7.35	%	 	$	1,559,504	 
	2020
	 	 	65	 	 	$	82,700	 	 	 	7.35	%	 	$	1,756,827	 







For Benefit Commencement Dates between the dates in the table above, earnings (under the table)
for the applicable year to be applied to the Reduction Amount for the immediately preceding
year will be computed by multiplying the applicable amount of earnings for the year shown in
the table by a fraction the numerator of which equals the number of whole calendar months after
the preceding date shown in the table, and the denominator of which is 12. The contribution
amount shown in the table will not be added to the Reduction Amount or adjusted for earnings
(under the table) until the last day of the applicable year. These amounts are not subject to
any additional changes on and after January 1, 2009.




	(5)	 	The Actuarial Equivalent of the fixed Lump Sum amounts shown in the following table
(representing the estimated lump sum value, determined as of December 31, 2008, of 12 times
your estimated monthly Primary Social Security Benefit as of the first day of the month next
following the date you attain age 65).





	 	 	 	 	 
	Date	 	  Lump Sum Value
	 
	December 31, 2008
	 	$	168,000	 
	December 31, 2009
	 	$	179,000	 
	December 31, 2010
	 	$	192,000	 
	December 31, 2011
	 	$	205,000	 
	December 31, 2012
	 	$	220,000	 
	December 31, 2013
	 	$	236,000	 
	December 31, 2014
	 	$	253,000	 
	December 31, 2015
	 	$	272,000	 
	December 31, 2016
	 	$	294,000	 
	December 31, 2017
	 	$	318,000	 
	December 31, 2018
	 	$	344,000	 
	December 31, 2019
	 	$	371,000	 
	December 31, 2020
	 	$	401,000	 






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For Benefit Commencement Dates between the dates in the table above, an interpolated amount will be
computed by multiplying the difference between the values shown in the table at the most recent and
the next succeeding dates by a fraction the numerator of which equals the number of whole calendar
months after the most recent date shown in the table, and the denominator of which is 12. These
amounts will not be subject to any additional changes on and after January 1, 2009.




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