EX-10.1






Exhibit 10.1




2009 — 2011

Executive Performance Plan

Plan Summary




Awards: The Performance Shares will be earned on the Vesting Date (as defined below) only
to the extent that the performance goal thresholds for the Performance Period are exceeded, with
any unearned Performance Shares being forfeited without notice on the Vesting Date. The performance
measure is Cost Savings over a three year period as described in the 2009-2011 Executive
Performance Plan Overview (the “Overview”).



Performance Period: The Company’s 2009-2011 fiscal years.



Vesting: Performance Shares are earned and vest on the Board meeting that occurs closest to
the third anniversary of the grant date, which Board meeting shall occur in the same calendar year
as the third anniversary of the grant date, provided the Recipient remains continuously employed
from the grant through such date (the “Vesting Date”), except as otherwise provided herein.
The grant of the Performance Shares are expressly conditioned upon approval of the 2009 Long-Term
Incentive Plan (the “Plan”) by the shareholders of the Company at the Company’s next annual
meeting of shareholders, or at any adjournment thereof. In the event the Plan is not so approved
at such annual meeting, all of the rights and obligations with respect to the Performance Shares
shall be of no force or effect. Upon the death, Disability or Retirement of a Participant prior to
the Vesting Date, Performance Shares will continue to vest and such Participant will be eligible
for a full un-prorated award upon vesting. Recipients will forfeit, without further notice and
effective as of their date of termination any unvested Performance Shares if their employment
terminates prior to the Vesting Date for any reason other than death, Disability or Retirement.



Change in Control: Notwithstanding the above, in the event of a Change in Control, all
Performance Shares will be considered fully earned and will be payable at target promptly as
practicable following the Change in Control. The Compensation Committee may adjust the Performance
Shares earned to the extent the Cost Savings performance at that date exceeds the target specified
in the Overview, but in no case will the Performance Shares earned be less than the target.



Dividends: Dividends are not paid on Performance Shares. After the Performance Shares are
vested and shares of the Company’s Common Stock are deposited in a Wells Fargo account for the
Participant (net of taxes) soon after the Vesting Date, dividends will be paid prospectively on all
shares of such Company’s Common Stock if and when declared by the Board of Directors.



Voting: Performance Shares are not entitled to any voting rights. After the Performance
Shares are vested and shares of the Company’s Common Stock are deposited in a Wells Fargo account
for the Participant (net of taxes) soon after the Vesting Date, the Participant will be entitled to
voting rights on such shares of the Company’s Common Stock.



Taxes: Prior to the delivery of any shares of Company Common Stock in settlement of
Performance Shares, the Company shall have the power and right to deduct or withhold or



 









 







require the Participant to remit to the Company an amount sufficient to satisfy any federal, state,
local, or foreign taxes of any kind which the Company in its sole discretion deems necessary to be
withheld or remitted to comply with any applicable law, rule, or regulation. Participants will be
deemed to have elected to pay the withholding taxes owed by allowing the Company to withhold shares
on the Vesting Date (and delivering to the Participant the net shares of the Company’s common
stock) having a Fair Market Value equal to the amount sufficient to satisfy the Company’s minimum
statutory withholding obligations. The Participant is responsible for paying Participant’s taxes
that results from the granting or vesting of the Performance Shares. Taxes include Federal taxes,
social insurance or FICA taxes, and state and local taxes, or any other tax, if applicable.



Administration: Soon after the Vesting Date, or the Change in Control, whichever is
applicable, but in any event within the same calendar year as the Vesting Date or the Change in
Control, the number of net shares of the Company’s common stock earned will be deposited into a
Wells Fargo account. After the shares of common stock are deposited following the Vesting Date,
Participants can contact Wells Fargo at 1-877-910-5385 for customer service.



Communication: Target awards will be communicated to Participants during the salary
planning communication in late February and early March, when other pay decisions such as market
and performance adjustment, bonus and stock option award are communicated. Participants will
receive confirmation of the actual number of Performance Shares earned during the first quarter of
the 2012 calendar year.



Registration: Upon the depositing of the shares in the Wells Fargo account, shares of the
Company’s common stock will be registered in the Participant’s name. Participants can change the
registration of the shares by calling Wells Fargo.



Disposition at Vesting: After the shares of the Company’s common stock are deposited,
Participants can leave the shares with Wells Fargo, ask Wells Fargo to sell the shares, have a
certificate issued to the Participant or have the shares electronically transferred to another
broker.



Benefits: Income from the 2009-2011 Executive Performance Plan will not be included in
earnings for the purposes of determining benefits, including pension, S&I, disability, life
insurance and other survivor benefits.



Insiders: After the Performance Shares vest and the net shares of Company Common Stock are
deposited, insiders cannot dispose of the shares of common stock without prior approval of the
Legal Department.



Other Plan Provisions: The 2009-2011 Executive Performance Plan was adopted under the Plan
and is subject to all the provisions of the Plan, including those related to the ability of the
Board of Directors to amend the Plan, the Executive Performance Plan or any awards thereunder.
Nothing in this summary, the Overview, or the Plan shall confer upon the Participant any right of
continued employment. Capitalized terms not defined herein shall have the meaning given such term
in the Plan.



This plan summary is subject to the actual plan document and any additional terms and conditions as
determined by the Compensation Committee of the Board of Directors.


Issued February 2009