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DIRECTOR COMPENSATION
The table set forth below summarizes the 2011 compensation paid to each of the Corporation's nonemployee
directors. The elements of the nonemployee director compensation program are evaluated and determined by the
Nominating/Corporate Governance Committee, which takes into account market data provided by the Consultant.
Effective January 1, 2011, the director compensation program consisted of a $70,000 annual fixed cash retainer, a
$15,000 target annual incentive cash retainer, an annual restricted stock award valued at $115,000, an $8,000 annual
committee chair cash retainer, and a $200,000 annual chairman of board cash retainer. The annual incentive retainer is
subject to the Corporation's performance under the same performance measures as the Annual EVA
Incentive
Compensation Plan, which is based on EVA
principles. The actual amount paid may range from $0-$30,000.
Additionally, a newly elected director will be awarded a one-time grant of 3,000 RSUs upon joining the Board. The
elements of deferral for nonemployee directors are detailed in the ``Non-Qualified Deferred Compensation'' section.
The table below sets out the compensation earned for 2011, with any other compensation payments noted. The
Corporation has established a 10,000 share stock ownership guideline for each nonemployee director.
Director Compensation Table
Change in
Pension
Fees
Value and
Earned or
Non-Equity
Non-Qualified
Paid in
Incentive Plan
Deferred
All Other
Cash
Stock Awards Option Awards Compensation
Compensation
Compensation
Total
Name
($)
(1)
($)
(2)
($)
($)
(3)
Earnings ($)
($)
(4)
($)
Robert W. Alspaugh
$ 70,000
$115,027
$--
$28,200
$--
$
26,500
$ 239,727
Hanno C. Fiedler
$ 70,000
$115,027
$--
$28,200
$--
$
33,161
$ 246,388
R. David Hoover
(5)
$202,500
$115,027
$--
$21,247
$--
$3,193,460
$3,532,234
John F. Lehman
$ 78,000
$115,027
$--
$28,200
$--
$
20,000
$ 241,227
Georgia R. Nelson
$ 78,000
$115,027
$--
$28,200
$--
$
20,000
$ 241,227
Jan Nicholson
$ 78,000
$115,027
$--
$28,200
$--
$
--
$ 221,227
George M. Smart
$ 70,000
$115,027
$--
$28,200
$--
$
5,000
$ 218,227
Theodore M. Solso
$ 70,000
$115,027
$--
$28,200
$--
$
20,000
$ 233,227
Stuart A. Taylor II
$ 78,000
$115,027
$--
$28,200
$--
$
20,000
$ 241,227
Erik H. van der Kaay
$ 70,000
$115,027
$--
$28,200
$--
$
11,600
$ 224,827
(1)
Values represent fees for annual fixed retainer meetings and chair fees under the nonemployee director compensation program. All nonem-
ployee directors except Messrs. Fiedler, Hoover and Smart, and Ms. Nicholson deferred payment of their cash fees to the 2005 Deferred
Compensation Plan for Directors or the 2005 Deferred Compensation Company Stock Plan. Mr. van der Kaay deferred $28,000 of the annual
fixed retainer payment.
(2)
Reflects the fair value of restricted stock awards granted in 2011, calculated in accordance with Topic 718.
(3)
Values represent the annual incentive retainer achieved for 2011, which was paid in February 2011, based on a performance factor of 188%
applied to the $15,000 target for all nonemployee directors. All nonemployee directors except for Messrs. Fiedler and Smart, and Ms. Nicholson
deferred payment of their 2011 annual incentive retainer in February 2012 to the 2005 Deferred Compensation Company Stock Plan.
(4)
The value for all directors except for Mr. Fiedler reflects corporate contributions for the 20% corporate match up to a maximum of $20,000
available under the 2005 Deferred Compensation Company Stock Plan as described in the ``Non-Qualified Deferred Compensation'' section.
The values for Messrs. Alspaugh, Hoover and Smart also include a $6,500, $5,000 and $5,000 corporate match, respectively, of donations made
pursuant to the Corporation's Matching Gift Program. The value of $33,161 for Mr. Fiedler reflects payments made to Mr. Fiedler for serving as
chair of the Supervisory Board of Ball Packaging Europe GmbH. The amount was originally paid in euros and has been converted to dollars
based on a conversion rate of 1.29 dollars/euros as of December 31, 2011.
(5)
Includes Mr. Hoover's CEO compensation as reported in the Summary Compensation Table, Other Compensation Table, Non-Qualified
Deferred Compensation Table; Base Salary $306,519, Annual Incentive Compensation Plan = $646,405, LTCIP = $1,474,534, and Special
Acquisition Incentive Plan = $57,710; no portion of the annual incentive was deferred in February 2012; $377,827 aggregate change in pension
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