exv10w11w1






Exhibit 10.11.1




AMENDED AND RESTATED




AVERY DENNISON CORPORATION




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




ARTICLE I – GENERAL




Section 1.1 Background




Avery Dennison Corporation (the “Company” and successor to Avery International Corporation), a
corporation organized under the laws of the State of Delaware, by resolution of its Board of
Directors dated November 17, 1983, adopted the Avery International Corporation Supplemental
Executive Retirement Plan effective as of December 1, 1983, and which by action of the Compensation
and Executive Personnel Committee of the Board of Directors on April 23, 1998, was amended and
restated to be the Avery Dennison Corporation Supplemental Executive Retirement Plan (the “Plan”)
effective as of April 23, 1998, and which Plan by action of the Committee was further amended and
restated effective as of April 22, 2004, as set forth herein. Between January 1, 2005 and December
31, 2008, the Plan was operated in accordance with transition relief established by the Treasury
Department and Internal Revenue Service pursuant to Code Section 409A. The Plan is amended and
restated effective as of January 1, 2009 to bring the Plan into compliance with Code Section 409A
and the Treasury Regulations issued by the Treasury Department on April 10, 2007 and effective
January 1, 2009.



The Plan constitutes an unfunded “excess benefit plan” within the meaning of Section 3(36) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is maintained
primarily for the purpose of providing deferred Compensation for a select group of management or
highly compensated employees, within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).



The Plan is intended to comply with Code Section 409A and the Treasury Regulations thereunder. Any
provision of this document that is contrary to the requirements of Code Section 409A or the
Treasury Regulations thereunder shall be null void and of no effect and the Plan shall be
interpreted and administered consistent with the requirements of Code Section 409A, which shall
govern the administration of the Plan in the event of a conflict between the Plan terms and the
requirements of Code Section 409A and the Treasury Regulations thereunder.



Section 1.2 Purpose




The purpose of the Plan is to provide its participants with (i) additional incentive to further the
growth, development and financial success of the Company, and (ii) an inducement to remain in the
service of the Company, by offering benefits to supplement other benefits they may be entitled to
receive at the time of their retirement.



Section 1.3 Definitions




Whenever the terms below are used in the Plan with the first letter capitalized, they shall have



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the meaning specified below. Capitalized terms used in the Plan and not defined below or in a
Letter of Grant shall have the meanings attributed to those terms under the BRP.




	(a)	 	“Average Compensation” shall mean base compensation plus annual bonus over the last three
years of a Participant’s employment, subject to any adjustments under a Letter of Grant.
	 
	(b)	 	“BRP” shall mean the Amended and Restated Benefit Restoration Plan of Avery Dennison
Corporation.
	 
	(c)	 	“Cause” shall mean (i) a Participant’s commission of a crime or other act that could
materially damage the reputation of the Company; (ii) a Participant’s theft, misappropriation,
or embezzlement of Company property; (iii) a Participant’s falsification of records maintained
by the Company; (iv) a Participant’s substantial failure to comply with the written policies
and procedures of the Company as they may be published or revised from time-to-time; (v) a
Participant’s misconduct; or (vi) a Participant’s substantial failure to perform the material
duties of Participant’s job with the Company, which failure is not cured within 30 days after
written notice from the Company specifying the act or acts of non-performance. Determination
of Cause shall be made by the Committee or one or more individuals designated by the
Committee, in its sole and exclusive discretion.
	 
	(d)	 	“Change in Control” shall mean a Change in Control as defined under the BRP.
	 
	(e)	 	“Committee” shall mean the Compensation and Executive Personnel Committee of the Board of
Directors of the Company.
	 
	(f)	 	“Company” shall mean Avery Dennison Corporation.
	 
	(g)	 	“Death Benefit” shall mean the SERP Benefit payable to a surviving spouse in accordance with
Section 5.1 and Section 5.2.
	 
	(h)	 	“Disability” shall mean, with respect to a Participant, the approval for long term disability
under the applicable long term disability plan maintained by the Company or an Affiliate under
which the Participant is covered.
	 
	(i)	 	“Good Reason” shall mean a “separation from service for good reason” as set forth in Code
Section 409A, so long as, without the express written consent of the Participant, one or more
of the following shall have occurred without being timely remedied in the manner set forth
below:






(i) A material diminution in the Participant’s base compensation;




(ii) A material diminution in the Participant’s authority, duties, or responsibilities;




(iii) A material diminution in the authority, duties, or responsibilities of the supervisor
to whom the Participant is required to report;




(iv) A material change in the geographic location at which the Participant must perform the
services; or



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(v) Any other action or inaction that constitutes a material breach by the Company of the
agreement under which the Participant provides services.




The Participant shall have “Good Reason” in connection with any or all of the above solely
if (A) the Participant provides notice to the Company of the existence of the particular
condition, action or inaction which the Participant considers to give the Participant “Good
Reason” within ninety (90) days of the initial existence of the condition, or the action or
inaction, and (B) the Company shall not have remedied the condition, action or inaction
within thirty (30) days of its receipt of the Participant’s notice. The effective date of
any termination for “Good Reason” shall be no later than twelve (12) months after the
initial existence of such condition, action or inaction constituting “Good Reason.”




	(j)	 	“Interest” shall mean, except as otherwise stated in the Letter of Grant from the Company to
the Participant, “Interest” as defined under the BRP.
	 
	(k)	 	“Key Employee” shall mean an individual determined to be a “Key Employee” under the Company’s
Key Employee Policy, or any other definition adopted by the Committee with respect to all
plans and arrangements subject to Code Section 409A.
	 
	(l)	 	“Letter of Grant” shall mean a letter to a Participant describing the SERP Benefit payable to
a Participant, and any terms of the Plan that may apply to such Participant. Provisions of a
Letter of Grant shall control to the extent inconsistent with the Plan.
	 
	(m)	 	“Lump Sum” shall mean the single sum payment that is Actuarially Equivalent to the SERP
Benefit payable as of a specified date.
	 
	(n)	 	“Plan” shall mean the Amended and Restated Avery Dennison Corporation Supplemental Executive
Benefit Plan.
	 
	(o)	 	“Participant” shall mean an individual who is described under Article II.
	 
	(p)	 	“Qualified Plan” shall mean the Qualified Plan as defined in the BRP. The Qualified Plan is a
qualified employer plan as defined under Treasury Regulation
Section 1.409A-1(a)(2).
	 
	(q)	 	“SERP Benefit” shall mean the benefit payable under the Plan.
	 
	(r)	 	“2008 Transition Election” shall mean the 2008 Transition Election as defined under the BRP.





Section 1.4 Source of Benefits




The Plan shall be an unfunded promise of the Company or applicable Company Affiliates to make
payments in accordance with its terms. All SERP Benefits payable under the Plan shall be paid from
the Company’s general assets, and nothing contained in the Plan shall require the Company to set
aside or hold in trust any funds for the benefit of a Participant or his Beneficiary, each of whom
shall have the status of a general unsecured creditor with respect to the



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Company’s obligation to
make payments under the Plan. Any funds of the Company available to
pay SERP Benefits under the Plan shall be subject to the claims of general creditors of the Company
and may be used for any purpose by the Company. Notwithstanding the foregoing, the Company, in its
sole discretion, shall have the authority to allocate the total liability to pay a SERP Benefit for
a Participant who is an Employee of a Company Affiliate (and not the Company) to such Company
Affiliate as it deems appropriate.



Section 1.5 Administration




Responsibility for the administration of the Plan shall rest exclusively with the Committee.



ARTICLE II – ELIGIBILITY




The Participants in the Plan shall be those Employees of the Company or any Company Affiliate who
are so designated by the Committee.



ARTICLE III – BENEFITS




Section 3.1 Benefit Formula




The SERP Benefit payable to a Participant under the Plan, including any preretirement death
benefits payable to his Beneficiary, shall be determined by the Committee at the time he is
designated as a Participant and shall be set forth in a Letter of Grant. In general terms, the
benefit will be based on a designated percentage of his Average Compensation.



Section 3.2 Vesting




A Participant shall be fully vested in his SERP Benefit upon attaining age 65 while an employee of
the Company, or upon any such earlier date as the Committee designates with respect to him.
Otherwise non-vested SERP Benefits shall vest upon the Participant’s death or Disability while an
employee of the Company; or upon his involuntary Separation from Service without Cause, which
includes an involuntary Separation from Service due to a Change in Control; or upon his Separation
from Service for Good Reason; provided, however, the vesting provisions set forth in a Letter of
Grant if different shall control.



ARTICLE IV – TIME AND FORM OF PAYMENT




Section 4.1 Form of Payment




The form in which each Participant’s SERP Benefit is paid under the Plan shall be the same form of
payment either specified or, if applicable, elected under the terms of the BRP. A Participant who
had not received or commenced to receive SERP Benefits as of

December 31, 2008, was permitted to make a 2008 Transition Election regarding the form of payment.



Section 4.2 Time of Payment





	(a)	 	Benefit Commencement Date. A Participant’s SERP Benefit shall be paid as of the same Benefit
Commencement Date determined under the BRP based on the Payment
Events described thereunder.




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	(b)	 	6-month Delay. As provided for in the BRP, to the extent a Participant is a Key Employee and
is entitled to a SERP Benefit as a result of a Separation from Service, the Participant’s
Benefit Commencement Date shall be the first day of the month coincident with or next
following the date that is six months after the Participant’s Separation from Service, unless
an earlier payment complies with a permissible Code Section 409A exception (e.g., the payment
of employment taxes).
	 
	(c)	 	Interest on Delayed Payments. At the end of the six-month period described in Section
4.2(b), the Plan shall provide the Participant with a one-time payment equal to the amount the
participant would have been entitled to receive if his Benefit Commencement Date had been the
first day of the month following his Separation from Service, together with Interest.
	 
	(d)	 	2008 Transition Election. A Participant who had not received or commenced to receive SERP
Benefits under the Plan as of December 31, 2008, was permitted to make a 2008 Transition
Election with respect to a time of payment for the Participant’s BRP Benefit and SERP Benefit
payable upon Separation from Service, and the Participant’s SERP Benefit hereunder shall be
paid in accordance with the elected, or deemed elected, time of payment, if he has a
Separation from Service except if the Participant is subject to the time of payment
restriction described in Section 5.2(c) of BRP (which relates to an election to change the
form of payment). On and after January 1, 2009, a Participant will not be permitted to elect a
Benefit Commencement Date, except to the extent the election permitted under Section 5.2(c) of
the BRP is made, which shall require that the vested SERP Benefit be paid at the same time as
the BRP Benefit based on the applicable restrictions for such election.





Section 4.3 Combined Cashout





	(a)	 	De Minimis Cashout. Pursuant to the terms of the BRP, if the Actuarially Equivalent Lump Sum
present value of all nonaccount balance nonqualified plan benefits is less than the Code
Section 402(g) limit as of the Participant’s Separation from Service, the Company shall pay
the Participant (or Beneficiary) the entire SERP Benefit (or Death Benefit) in a Lump Sum;
provided, all of the Participant’s nonaccount balance nonqualified plan benefits are also paid
in a lump sum as of the same date.
	 
	(b)	 	Large Cashout. Pursuant to the terms of the BRP, if the combined Actuarially Equivalent Lump
Sum present value of the SERP Benefit and the BRP Benefit is less than or equal to $50,000 as
of the Participant’s Benefit Commencement Date, the Company shall pay the Participant (or
Beneficiary) the entire SERP Benefit (or Death Benefit) in a Lump Sum; provided, the
Participant’s BRP benefit is also to be paid at the same time and in the same form.





Section 4.4 Other Permissible Delays or Accelerations




If the Committee determines that a delay or an acceleration of a benefit is appropriate and
complies with the requirements under Code Section 409A (e.g., a delay to comply with Code



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Section 162(m) or an acceleration to pay employment taxes), the Committee may either delay
or accelerate the payment of a Benefit in accordance with the terms of Code Section 409A in its
sole discretion as it deems advisable. If any payment is delayed in accordance with this
provision, the Company shall pay such delayed payments together with Interest upon the expiration
of the period of the delay.



ARTICLE V — DEATH BENEFIT




Section 5.1 Death Benefit




To the extent a vested SERP Benefit is first payable due to the death of the Participant, and the
Participant is survived by the spouse to whom he was married on his date of his death, such spouse
shall be entitled to a Death Benefit paid at the same time and in the same form as the “death
benefit” as set forth in Section 5.3 of the BRP. The Death Benefit payable under the Plan shall be
the Actuarial Equivalent amount of the SERP Benefit that would be payable if, before the
Participant’s date of the death, the Participant attained age 65 (or such other age specified in a
Letter of Grant), commenced his SERP Benefit in the form of a Joint and Survivor Annuity (based on
a percentage designated by the Committee, which generally shall be 50%), and then died.



Section 5.2 Death After Another Payment Event




If a Participant dies after another Payment Event has occurred, but before his Benefit Commencement
Date, then, to the extent an accelerated payment is permissible under Code Section 409A and the
Treasury Regulations thereunder, in lieu of the SERP Benefit payable as a result of such Payment
Event, the surviving spouse shall instead receive the Death Benefit paid in the form of a Lump Sum
on the Benefit Commencement Date for the Death Benefit.



Section 5.3 Death During the Key Employee Delay





	(a)	 	If (i) a Participant dies after his Separation from Service, (ii) his Benefit Commencement
Date is delayed pursuant to Section 4.2(b), and (iii) a benefit is payable to his surviving
spouse under Section 5.2, then the surviving spouse shall be entitled to an “additional death
benefit” such that the total of the Death Benefit received under Section 5.2 and the
“additional death benefit” received under this Section 5.3(a) is Actuarially Equivalent to the
amount (including Interest through the Benefit Commencement Date for the Death Benefit) that
the Participant (and, if applicable, the surviving spouse) would have received if the
Participant’s Benefit Commencement Date had not been subject to a delay. The “additional death
benefit” shall be paid to the surviving spouse in a Lump Sum as of the Benefit Commencement
Date for the Death Benefit.
	 
	(b)	 	If (i) a Participant dies after his Separation from Service, (ii) his Benefit Commencement
Date is delayed pursuant to Section 4.2(b), and (iii) a benefit is not payable to his
surviving spouse under Section 5.2 (i.e., the Participant dies on or after the first day of
the third month after his Separation from Service and before the Benefit Commencement Date
under Section 4.2(b)), then the Beneficiary shall receive, in addition to any survivor benefit
payable pursuant to the Participant’s benefit election (or deemed election), a Lump Sum on the
delayed Benefit Commencement Date equal to the amount (including Interest under Section
4.2(c)) that the Participant and Beneficiary, if applicable, would have received if the
Participant’s Benefit Commencement Date had not been subject to a delay.




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Section 5.4 Pre-Commencement Death With No Surviving Spouse




Except as described in Section 5.3(b), if a Participant is not married at the time of his death
before his Benefit Commencement Date, then all SERP Benefits with respect to the Participant shall
be forfeited.



ARTICLE VI — DESIGNATION OF JOINT/CONTINGENT ANNUITANTS




Section 6.1 Designation




At any time prior to the first payment hereunder a Participant shall have the right to designate,
revoke or redesignate a Joint/Contingent Annuitant to receive the survivor portion of any SERP
Benefits paid in the form of an Annuity under the Plan in accordance with the Participant’s
designated form of benefit; provided, that the Joint /Contingent Annuitant shall be the same
individual designated by the Participant for an Annuity under the BRP. Designation, revocation and
redesignation of Joint/Contingent Annuitant shall be made in writing in accordance with procedures
established by the Committee.



ARTICLE VII — ADMINISTRATION




Section 7.1 Administrative Authority and Actions




The “Administrator” (the Committee or its delegate), shall conduct the general administration of
the Plan and shall have the necessary power and authority to interpret any provisions of the Plan
and specifically to determine a person’s status as a Participant and the SERP Benefits which he
shall receive. In carrying out its responsibilities, the Administrator shall have the power and
authority to engage actuaries, attorneys, accountants or other consultants necessary to provide
advice and consultation if, in the determination of the Committee, such consultation is required to
interpret or implement any provision of the Plan properly and equitably.



Section 7.2 Binding Determinations




All actions taken and all determinations made by the Administrator in good faith shall be final and
binding upon all Participants and any person interested in the Plan.



ARTICLE VIII — CLAIMS PROCEDURES




Section 8.1 Claims Procedures




The claims procedures hereunder shall be in accordance with the claims procedures set forth in the
Qualified Plan; provided that for purposes of the claims procedures under this Plan, the review
official described in the Qualified Plan shall be the Committee.






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ARTICLE IX — MISCELLANEOUS PROVISIONS




Section 9.1 Payment




The receipt of any person entitled to payment under the Plan (or payment to such person at the last
address on file with the Company) shall be a complete discharge to the Company, its directors and
employees, and the Administrator. If the Administrator determines that a person entitled to a
payment under the Plan is unable (by reason of physical or mental condition) to give a valid
receipt for such payment, payment shall instead be made to such other person found by the
Administrator to have assumed the care of such person.



Section 9.2 Amendment, Termination or Suspension of the Plan





	(a)	 	The Plan may be amended or terminated by the Committee at any time. Such amendment or
termination may modify or eliminate any benefit hereunder other than a benefit or a portion of
a benefit that is vested. Notwithstanding the foregoing, the Committee may not amend or
terminate the Plan in a manner that violates the applicable provisions of Code Section 409A
and the Treasury Regulations thereunder, including, but not limited to, the applicable time
and form of payment requirements set forth in Treasury Regulations Section 1.409A-2(b), the
applicable prohibitions on accelerations set forth in Treasury Regulations Section
1.409A-3(j), and the plan termination and liquidation provisions set forth in Treasury
Regulations Section 1.409A-3(j)(4)(ix).
	 
	(b)	 	If the Committee determines that payments under the Plan would jeopardize the ability of the
Company to continue as a going concern in accordance with Treasury Regulations Section
1.409A-3(d), the Committee may suspend payments under the Plan temporarily for such time as in
its sole discretion it deems advisable; provided, the payments shall resume no later than the
first taxable year in which the Company determines that making such payments would not
jeopardize the ability of the Company to continue as a going concern. The Company shall pay
such suspended payments immediately upon the expiration of the period of suspension together
with Interest.
	 
	(c)	 	The Plan is intended to provide benefits for a “select group of management or highly
compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA, and therefore
to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the
Plan shall terminate and, except for benefits or portions of benefits that have vested, no
further benefits shall be paid hereunder in the event it is determined by a court of competent
jurisdiction or by an opinion of the Company’s regular outside employee benefits counsel that
the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of
ERISA which is not so exempt.





Section 9.3 Limitation on Rights of Employees




Nothing contained in the Plan shall give any Employee the right to be retained in the service of
the Company or to interfere with or restrict the right of the Company, which is hereby expressly
reserved, to discharge or retire any Employee, except as provided by law, at any time without
notice and with or without cause. Inclusion under the Plan will not give any Employee any right or
claim to any benefit hereunder except to the extent such right has specifically become fixed under
the terms of the Plan and there are funds available therefore in the hands of the



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Company. The
doctrine of substantial performance shall have no application to Employees, Participants or any
other persons entitled to payments under the Plan. Each condition and
provision, including numerical items, has been carefully considered and constitutes the minimum
limit on performance, which will give rise to the applicable right.



Section 9.4 Plan Binding in Event of Consolidation or Merger; Adoption of Plan by Other
Companies





	(a)	 	In the event of the consolidation or merger of a Company with or into any other corporation,
this Plan shall be binding on such new corporation.
	 
	(b)	 	Any Company Affiliate may, with the approval of the Committee, adopt the Plan as a whole
company or as to any one or more divisions by resolution of its own board of directors or
agreement of its partners in order to become an Employer. Such Company Affiliate shall give
written notice of such adoption to the Committee by its duly authorized officers.





Section 9.5 Assignments, etc. Prohibited





	(a)	 	Except for the withholding of any tax under the laws of the United States or any state or
locality, no part of a Participant’s Benefit hereunder shall be liable for the debts,
contracts or engagements of any Participant, his beneficiaries, contingent annuitants, or
successors in interest, or be taken in execution by levy, attachment or garnishment or by any
other legal or equitable proceeding prior to distribution, nor shall any such person have any
rights to alienate, anticipate, commute, pledge, encumber or assign any Benefits or payments
hereunder in any manner whatsoever except to designate a beneficiary or contingent annuitant
as provided in the Plan.
	 
	(b)	 	Notwithstanding the foregoing, payment may be made from a Participant’s SERP Benefit under
the Plan to an alternate payee pursuant to an approved domestic relations order as permitted
under Treasury Regulations Sections 1.409A-2(b)(4) and 1.409A-3(j)(4)(ii).






	 	(i)	 	The Committee shall establish reasonable procedures for reviewing court orders
made, pursuant to state domestic relations law (including a community property law),
relating to child support, alimony payments, or marital property rights of a spouse,
former spouse, child, or other dependent of a Participant and for notifying
Participants and alternate payees of the receipt of such orders and of the Plan’s
procedures for determining if the orders are approved domestic relations orders and for
administering distributions under approved domestic relations orders.
	 
	 	(ii)	 	Except as may otherwise be required by applicable law, such domestic relations
orders may not require a retroactive transfer of all or part of a Participant’s SERP
Benefit.





Section 9.6 Errors and Misstatements




Only to the extent permitted under Code Section 409A and any correction program that may be issued
thereunder, in the event of any misstatement or omission of fact by a Participant to the Committee
or any clerical error resulting in payment of SERP Benefits in an incorrect amount,



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the Committee
shall promptly cause the amount of future payments to be corrected upon discovery of the facts and
shall cause the Company to pay the Participant or any other person
entitled to payment under the Plan any underpayment in cash in a Lump Sum or to recoup any
overpayment from future payments to the Participant or any other person entitled to payment under
the Plan in such amounts as the Committee shall direct or to proceed against the Participant or any
other person entitled to payment under the Plan for recovery of any such overpayment.



Section 9.7 Payment on Behalf of Minor, Etc.




In the event any amount becomes payable under the Plan to a minor or a person who, in the sole
judgment of the Committee is considered by reason of physical or mental condition to be unable to
give a valid receipt therefore, the Committee may direct that such payment be made to any person
found by the Committee in its sole judgment, to have assumed the care of such minor or other
person. Any payment made pursuant to such determination shall constitute a full release and
discharge of the Company, the Board, the Committee and their officers, directors and employees.



Section 9.8 Governing Law




This Plan shall be construed, administered and governed in all respects under and by applicable
federal laws and, where, state law is applicable, the laws of the State of California.



Section 9.9 Pronouns and Plurality




The masculine pronoun shall include the feminine pronoun, and the singular the plural where the
context so indicates.



Section 9.10 Titles




Titles are provided herein for convenience only and are not to serve as a basis for interpretation
or construction of the Plan.



Section 9.11 References




Unless the context clearly indicates to the contrary, a reference to a statute, regulation or
document shall be construed as referring to any subsequently enacted, adopted or executed statute,
regulation or document.



	 	 	 	 	 	 	 
	 	 	AVERY DENNISON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David E. I. Pyott	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Chairman of the Committee	 	 
	 
	 	 	 	 	 	 
	 	 	Date: August 11, 2009	 	 







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