GRANTS OF PLAN-BASED AWARDS
Fiscal Year 2008
Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Sh) |
Grant Date Fair Value of Stock and Option Awards2 ($) |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Grant Date | Threshold ($) |
Target ($) |
Maximum ($) |
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| Garry O. Ridge | 10/16/07 | $1 | $ | 278,200 | $ | 556,400 | | 60,0003 | $36.03 | $ | 451,800 | ||||||||||
| 3/25/08 | 5,884 | | | 199,997 | |||||||||||||||||
| Jay Rembolt | 10/16/07 | $1 | $ | 47,889 | $ | 95,779 | | 6,1604 | $36.03 | $ | 46,385 | ||||||||||
| Michael J. Irwin | 10/16/07 | $1 | $ | 83,548 | $ | 167,096 | | 17,6005 | $36.03 | $ | 132,528 | ||||||||||
| 3/25/08 | 3,971 | | | 134,974 | |||||||||||||||||
| Graham P. Milner | 10/16/07 | $1 | $ | 74,833 | $ | 149,665 | | 12,7006 | $36.03 | $ | 95,631 | ||||||||||
| 3/25/08 | 3,971 | | | 134,974 | |||||||||||||||||
| Michael L. Freeman | 10/16/07 | $1 | $ | 82,350 | $ | 164,700 | | 12,7006 | $36.03 | $ | 95,631 | ||||||||||
| 3/25/08 | 3,971 | | | 134,974 | |||||||||||||||||
| William B. Noble7 | 10/16/07 | $1 | $ | 106,653 | $ | 213,306 | | 20,0008 | $6.03 | $ | 150,600 | ||||||||||
| 3/25/08 | 3,971 | | | 134,974 | |||||||||||||||||
- The Estimated Future Payouts Under Non-Equity Incentive Plan Awards represent Threshold, Target and Maximum payouts under the Companys Performance Incentive program for bonuses payable for fiscal year 2008 performance. The Target amount represents that portion of the bonus opportunity for each NEO that is based on attainment of identified performance goals for the first two levels of the Performance Incentive program (as more fully discussed in the Compensation Discussion and Analysis section of this proxy statement). The Maximum amount represents the bonus opportunity for each NEO that assumes receipt of the full Target amount by such NEO and attainment by the Company of a level of Global EBITDA sufficient to maximize such payouts under the third level of the Performance Incentive program formula applicable to all employees.
- The grant date fair value of $7.53 per share for all options has been determined as of the grant date of October 16, 2007 using the Black-Scholes Option Valuation model. The following assumptions were used in determining the value: (i) a dividend yield of 2.78%; (ii) expected volatility of 0.2517; (iii) a 5.00-year risk-free interest rate of 4.34%; and (iv) an expected option term/life of 5.00 years. The grant date fair value of $33.99 per unit for restricted stock units awarded to the NEOs other than Mr. Rembolt is equal to the closing price for the Companys shares as of the grant date of March 25, 2008. The RSUs provide for vesting in 3 equal annual installments over a period of 3 years from the grant date. RSUs not vested will be forfeited if the executive officers employment is terminated for any reason prior to the vesting date. The RSUs will be settled by issuance of an equivalent number of shares of the Companys common stock 6 months following termination of employment. Whether vested or not, the RSUs provide for the payment of dividend equivalent compensation in amounts equal to dividends declared and paid on the Companys common stock.
- Options awarded to Mr. Ridge are non-qualified stock options with the right to acquire 20,400, 19,800 and 19,800 shares exercisable on October 16, 2008, October 16, 2009 and October 16, 2010, respectively.
- Options awarded to Mr. Rembolt are non-qualified stock options with the right to acquire 2,094, 2,033 and 2,033 shares exercisable on October 16, 2008, October 16, 2009 and October 16, 2010, respectively.
- Options awarded to Mr. Irwin are non-qualified stock options with the right to acquire 5,984, 5,808 and 5,808 shares exercisable on October 16, 2008, October 16, 2009 and October 16, 2010, respectively.
- Options awarded to Mr. Milner and Mr. Freeman are non-qualified stock options with the right to acquire 4,318, 4,191 and 4,191 shares exercisable on October 16, 2008, October 16, 2009 and October 16, 2010, respectively.
- The Target and Maximum amounts for Mr. Nobles Estimated Future Payouts Under Non-Equity Incentive Plan Awards have been converted from pounds sterling at an average annual exchange rate for fiscal year 2007 of $1.9603 per pound.
- Options awarded to Mr. Noble are non-qualified stock options with the right to acquire 6,800, 6,600 and 6,600 shares exercisable on October 16, 2008, October 16, 2009 and October 16, 2010, respectively.