Our executive compensation program has been designed to implement certain core compensation principles,
including alignment of management's interests with our shareholders' interests to support long-term value creation and
pay for performance. In the course of establishing the 2011 compensation program and awarding compensation, our
management and our Human Resources Committee determined the use of performance-based incentives to motivate
our NEOs to achieve current and long-term business goals, after reviewing data and analyses regarding comparable
market compensation. Management and the Committee received advice and counsel on the program from its indepen-
dent Consultant, which provided no other services to the Corporation other than those provided directly to or on behalf
of the Committee.
At the April 2011 annual meeting, shareholders were asked to approve the Corporation's fiscal 2010 executive
compensation programs. Of those votes included in the tabulation, over 95% voted to approve the proposal. In light of
these results, and in consideration of shareholder input obtained from outreach efforts taken in connection with the
2011 meeting, the Human Resources Committee carefully reviewed the Corporation's executive compensation prac-
tices. The Human Resources Committee concluded that the Corporation's existing executive compensation programs
continue to be the most appropriate for the Corporation and effective in rewarding executives commensurate with
business results.
Summary of 2011 Named Executive Officer Compensation
Our NEOs' 2011 compensation consisted primarily of the following components, which we refer to as ``total direct
annual compensation'' and which includes base salary, annual economic value added incentive plan awards, acquisition-
related special incentive plan, LTCIP and awarded value of stock options and RSUs (in addition to the retirement,
health and welfare plans and programs in which all of our full-time U.S. employees participate and limited perquisites).
Compensation
Component
Key Features
Purpose
2011 Actions
Current Year
Annual Base Salary
Fixed element of pay based on an
Adjustments were minimal, except to
individual's primary duties and
reflect promotions. Competitive
responsibilities.
benchmarking applied.
Annual Economic Value
Rewards achievement of specified annual
Payments reflect excellent financial
Added Incentive
corporate and/or operating unit financial
results achieved in 2011.
Compensation Plan
goals pursuant to economic value added
principles.
Long-Term
Acquisition-Related
Promotes the successful integration of
Payments reflect successful initial
Incentive--Cash
Special Incentive Plan
newly acquired businesses thereby
integration of four plants and associated
enhancing financial returns and cash flow.
business acquired in 2009.
LTCIP
Promotes long-term creation of
Payments reflect excellent ROAIC and
shareholder value in absolute terms
stock performance over the 3-year cycle
(ROAIC) and relative terms (performance
ending December 31, 2011.
versus a group of companies in the
S&P 500) and provide an executive
retention incentive.
Long-Term
Stock Options and
Promotes executive share ownership and
Competitive benchmarking applied.
Incentive--Equity
Stock-Settled SARs
long-term corporate performance
resulting in the creation of shareholder
value.
Performance-Contingent
Promotes share ownership through the
Competitive benchmarking applied.
RSUs
achievement of financial returns in excess
of the Corporation's estimated weighted
average cost of capital.
Deposit Shares
Promotes executive financial investment
Awarded to all NEOs and certain other
in the Corporation, promotes share
members of management in 2011.
ownership and provides long-term
incentive for performance resulting in the
creation of shareholder value.
Time Vested Restricted
Promotes share ownership, provides a
Not awarded to NEOs in 2011.
Stock/RSUs
retention incentive and provides
long-term incentive for the creation of
shareholder value.
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