1)
|
Title of each class of securities to which transaction applies:
|
2)
|
Aggregate number of securities to which transaction applies:
|
3)
|
Per unit price or other underlying value of transactions computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
|
4)
|
Proposed maximum aggregate value of transactions:
|
5)
|
Total fee paid:
|
1)
|
Amount previously paid:
|
2)
|
Form, Schedule or Registration Statement No.:
|
3)
|
Filing Party:
|
4)
|
Date Filed:
|
Nature of
|
||||
Beneficial
|
Amount
|
Percent of
|
||
Name
|
Address
|
Ownership
|
Owned
|
Class
|
Michael E. Batten
|
3419 Michigan Blvd.
|
Power to vote
|
2,137,740(1)
|
18.9%
|
Racine, WI
|
Beneficial
|
477,834(2)
|
4.2%
|
|
Dimensional Fund
|
6300 Bee Cave Road
|
Power to vote &
|
628,451
|
5.6%
|
Advisors
|
Austin, TX
|
dispose of stock
|
||
Fidelity Management
|
245 Summer Street
|
Power to vote &
|
588,171
|
5.2%
|
& Research
|
Boston, MA
|
dispose of stock
|
Name of
|
Amount and Nature
|
|
Beneficial Owner
|
of Beneficial Ownership (1)
|
Percent of Class
|
Michael E. Batten
|
2,615,574 (2)
|
23.1%
|
Christopher J. Eperjesy
|
44,248 (3)
|
*
|
John H. Batten
|
55,915 (4)
|
*
|
James E. Feiertag
|
50,926 (5)
|
*
|
H. Claude Fabry
|
21,408 (6)
|
*
|
Michael Doar
|
9,800 (7)
|
*
|
John A. Mellowes
|
34,400 (7)
|
*
|
Malcolm F. Moore
|
9,600 (7)
|
*
|
David B. Rayburn
|
28,800 (7)
|
*
|
Michael C. Smiley
|
0 (7)
|
*
|
Harold M. Stratton II
|
14,400 (7)
|
*
|
David R. Zimmer
|
22,160 (7)
|
*
|
All Directors and
|
||
Executive Officers
|
||
as a group (16 persons)
|
2,986,652 (7)
|
26.4%
|
·
gross revenues
|
·
cash flow
|
·
sales
|
·
cash flow from operations
|
·
return on investment in excess of cost of capital (i.e., net operating profit after taxes minus the Corporation’s capital charge)
|
·
net asset turnover
·
earnings per share
·
net income
|
·
net operating profit after taxes as a percentage of the Corporation’s capital charge
|
·
operating income
·
net income margin
·
return on net assets
|
·
operating profit or income
|
·
return on total sales
|
·
EBITDA as a percent of sales
|
·
return on common equity
|
·
debt to EBITDA ratios (including but not limited to the ratio of total funded debt to four quarter EBITDA, as defined in loan covenants of the Corporation
|
·
return on total capital
·
total shareholder return
|
a.
|
The Committee must receive any such shareholder recommendations for Director candidates on or before the last business day in the month of March preceding that year's annual meeting.
|
b.
|
Such recommendation for nomination shall be in writing and shall include the following information:
|
i.
|
Name of the shareholder, whether an entity or an individual, making the recommendation;
|
ii.
|
A written statement disclosing such shareholder’s beneficial ownership of the Corporation's securities;
|
iii.
|
Name of the individual recommended for consideration as a Director nominee;
|
iv.
|
A written statement from the shareholder making the recommendation stating why such recommended candidate would be able to fulfill the duties of a Director;
|
v.
|
A written statement from the shareholder making the recommendation stating how the recommended candidate meets the independence requirements established by the SEC and the NASDAQ Stock Market;
|
vi.
|
A written statement disclosing the recommended candidate's beneficial ownership of the Corporation's securities; and
|
vii.
|
A written statement disclosing relationships between the recommended candidate and the Corporation which may constitute a conflict of interest.
|
c.
|
Recommendation for nomination may be sent to the attention of the Committee via the method listed below:
|
Nominating and
|
||||
Audit
|
Finance
|
Pension
|
Compensation
|
Governance
|
Zimmer
|
Moore
|
Stratton
|
Mellowes
|
Rayburn
|
Doar
|
Doar
|
Mellowes
|
Rayburn
|
Mellowes
|
Moore
|
Rayburn
|
Moore
|
Zimmer
|
Stratton
|
Stratton
|
Zimmer
|
|||
Smiley
|
||||
Cumulative Economic Profit
as of June 30, 2010
|
|
Maximum
|
$18,000,000
|
Target
|
$15,000,000
|
Threshold
|
$12,000,000
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
(1)
Stock
Awards
|
Option
Awards
|
(2)
Non-Equity Incentive Plan Compensation
|
(3)(4)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
|
(5)
All Other
Compens-
ation
|
Total
|
Michael E. Batten
|
2010
|
$477,731
|
$290,104
|
$0
|
$91,829
|
$53,071
|
$912,735
|
||
Chairman and Chief
|
2009
|
$541,154
|
$1,215,100
|
$0
|
$138,198
|
$47,321
|
$1,941,773
|
||
Executive Officer
|
2008
|
$510,619
|
-
|
$965,198
|
-
|
$613,725
|
$738,814
|
$61,802
|
$2,890,168
|
John H. Batten
|
2010
|
$279,808
|
$157,165
|
$0
|
$28,365
|
$47,105
|
$512,443
|
||
President and Chief
|
2009
|
$289,625
|
$576,125
|
$0
|
$24,422
|
$43,681
|
$933,853
|
||
Operating Officer
|
2008
|
$248,077
|
-
|
$358,200
|
-
|
$212,525
|
$25,780
|
$41,857
|
$866,439
|
Christopher J. Eperjesy
|
2010
|
$269,654
|
$108,402
|
$0
|
$19,531
|
$44,318
|
$441,905
|
||
Vice President – Finance,
|
2009
|
$283,462
|
$387,575
|
$0
|
$21,921
|
$37,884
|
$730,842
|
||
CFO and Treasurer
|
2008
|
$271,539
|
-
|
$358,200
|
-
|
$235,125
|
$24,150
|
$44,198
|
$933,212
|
James E. Feiertag
|
2010
|
$269,654
|
$108,402
|
$0
|
$20,221
|
$61,023
|
$459,300
|
||
Executive Vice President
|
2009
|
$283,462
|
$387,575
|
$0
|
$23,799
|
$56,187
|
$751,023
|
||
2008
|
$271,539
|
-
|
$358,200
|
-
|
$229,625
|
$27,086
|
$59,133
|
$945,583
|
|
H. Claude Fabry (6)
|
2010
|
$226,763
|
$43,450
|
$0
|
$39,417
|
$53,968
|
$363,598
|
||
Vice President –
|
2009
|
$231,621
|
$135,815
|
$0
|
$20,540
|
$31,499
|
$419,475
|
||
International Distribution
|
2008
|
$233,256
|
$179,131
|
$169,865
|
$18,439
|
$35,272
|
$635,963
|
||
and Managing Dir., Twin
|
|||||||||
Disc International, S.A.
|
(1)
|
Reflects the grant date fair value for each Named Executive Officer as reported in our audited financial statements. This value was computed in accordance with Financial Accounting Standards Board ASC Topic 718, excluding the effect of estimated forfeitures. The performance awards are calculated as of the grant date, based on the most probable outcomes of the respective performance goals. The assumptions made in the valuations are discussed in Footnote K to our 2010 financial statements. The grant date fair values of the performance-based awards granted in fiscal 2010, assuming the maximum performance goal is achieved, are as follows: Mr. M. Batten, $598,561; Mr. J. Batten, $299,072 Mr. Eperjesy, $206,273; Mr. Feiertag, $206,273; and Mr. Fabry, $82,674. The following table presents separately the compensation expense recognized in FY2010, 2009 and 2008 for outstanding awards of performance stock, performance stock units and restricted stock for each Named Executive Officer:
|
Name
|
Year
|
Performance Stock
|
Performance Stock Units
|
Restricted Stock
|
Michael E. Batten
|
2010
|
$0
|
$0
|
$90,618
|
2009
|
$132,425
|
($360,933)
|
-
|
|
2008
|
$224,559
|
$251,989
|
-
|
|
John H. Batten
|
2010
|
$0
|
$0
|
$66,595
|
2009
|
($8,789)
|
($107,563)
|
$16,003
|
|
2008
|
$164,997
|
$69,956
|
-
|
|
Christopher J. Eperjesy
|
2010
|
$0
|
$0
|
$51,269
|
2009
|
($8,789)
|
($107,563)
|
$18,337
|
|
2008
|
$164,997
|
$69,956
|
$13,027
|
|
James E. Feiertag
|
2010
|
$0
|
$0
|
$51,269
|
2009
|
($8,789)
|
$(107,563)
|
$16,003
|
|
2008
|
$164,997
|
$69,956
|
-
|
|
H. Claude Fabry
|
2010
|
$0
|
$0
|
$13,570
|
2009
|
($14,617)
|
($40,531)
|
-
|
|
2008
|
$70,591
|
$28,054
|
-
|
(2)
|
Reflects cash bonuses earned in connection with achievement in of specific performance targets under the Corporate Incentive Plan, described under the “Annual Incentive Compensation” portion of the Compensation Discussion and Analysis, above. The Corporate Incentive Plan was suspended for FY2010 with no bonuses payable. No Corporate Incentive Plan performance targets were achieved in FY2009.
|
(3)
|
These figures include a change in qualified pension value amount for Mr. M. Batten ($80,371), Mr. J. Batten ($7,577), Mr. Eperjesy ($4,919), and Mr. Feiertag ($6,177). The remainder represents a change in the nonqualified supplemental pension plan values. Mr. Fabry’s amount represents the change in value of his group insurance contract, through the Belgian subsidiary.
|
(4)
|
For Mr. M. Batten, the amounts reported for 2009 were revised to reflect a downward adjustment of $388,425 in the value of his supplemental executive retirement plan benefit as of 6/30/2009. The 6/30/2009 valuation had previously assumed payment of an incentive bonus, which did not occur for FY2009. The change in pension value and nonqualified deferred compensation earnings reported above for 2009 for Mr. M. Batten consists of a change of $154,653 in the value of his supplemental retirement plan benefit and a change of -$16,455 in the value of his qualified pension benefit.
|
(5)
|
All Other Compensation consists of the following:
|
Name
|
Year
|
401(k) Company Match
|
Retirement Savings Plan Contribution
|
Personal Use of Co. Plane
|
Dues
|
Life Insurance
|
Personal Use of Company Automobile
|
Spousal Travel
|
Other
|
Total
|
M.E. Batten
|
2010
|
$6,462
|
$0
|
$7,976
|
$9,131
|
$29,502
|
$53,071
|
|||
2009
|
$7,162
|
-
|
$9,911
|
$746
|
$29,502
|
-
|
-
|
-
|
$47,321
|
|
2008
|
$10,909
|
-
|
$9,846
|
$3,984
|
$29,502
|
-
|
$7,561
|
-
|
$61,802
|
|
J.H. Batten
|
2010
|
$7,035
|
$4,019
|
$4,688
|
$2,363
|
$29,000
|
-
|
$47,105
|
||
2009
|
$7,575
|
-
|
$4,728
|
$2,378
|
$29,000
|
$43,681
|
||||
2008
|
$10,575
|
-
|
$784
|
$1,498
|
$29,000
|
-
|
-
|
-
|
$41,857
|
|
C.J. Eperjesy
|
2010
|
$5,587
|
$3,629
|
$1,175
|
$1,577
|
$32,350
|
$44,318
|
|||
2009
|
$5,534
|
-
|
-
|
-
|
$32,350
|
$37,884
|
||||
2008
|
$10,350
|
-
|
-
|
$1,498
|
$32,350
|
-
|
-
|
-
|
$44,198
|
|
J.E. Feiertag
|
2010
|
$7,095
|
$3,629
|
$1,384
|
$673
|
$48,242
|
$61,023
|
|||
2009
|
$7,065
|
-
|
-
|
$880
|
$48,242
|
-
|
-
|
-
|
$56,187
|
|
2008
|
$10,350
|
-
|
-
|
-
|
$48,242
|
-
|
$541
|
-
|
$59,133
|
|
H.C. Fabry
|
2010
|
-
|
-
|
-
|
-
|
$31,317
|
$3,221
|
-
|
$19,430
|
$53,968
|
2009
|
-
|
-
|
-
|
-
|
$25,839
|
$4,115
|
-
|
$1,545
|
$31,499
|
|
2008
|
-
|
-
|
-
|
-
|
$27,045
|
$4,059
|
$2,484
|
$1,684
|
$35,272
|
|
Amounts listed for Mr. Fabry in the “Life Insurance” column represent premium payments to an insured policy that provides life and disability insurance as well as pension coverage. The amount listed for Mr. Fabry for 2010 in the “Other” column includes payment of a corrective pension premium of $17,789. All items listed in the chart for Mr. Fabry that have been paid in Euro were translated at the average exchange rate for FY2010 of 1.39232, for FY2009 of 1.37429, and for FY2008 of 1.47061.
|
(6)
|
A portion of Mr. Fabry’s compensation was denominated in Euro, which has been translated at the average exchange rate for FY2010 of 1.39232, for FY2009 of 1.37429, and for FY2008 of 1.47061.
|
|
Grants of Plan-Based Awards
|
Estimated Future Cash Incentive Payouts Under Non-Equity Incentive Plan Awards
|
Estimated Future Share or Unit Payouts Under Equity Incentive Plan Awards
|
||||||||||
Name
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
All other stock awards; Number of shares of stock or units (4)
|
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 Awards (5)
|
M.E. Batten
|
|||||||||||
Cash Incentive (1)
|
N/A
|
N/A
|
N/A
|
||||||||
Performance Stock Awards (2)
|
7/30/09
|
0
|
0
|
0
|
$0
|
||||||
Performance Stock Unit Awards (3)
|
7/30/09
|
44,836
|
56,045
|
67,254
|
$0
|
||||||
Restricted Stock Award
|
7/30/09
|
32,596
|
$290,104
|
||||||||
J. H. Batten
|
|||||||||||
Cash Incentive (1)
|
N/A
|
N/A
|
N/A
|
||||||||
Performance Stock Awards (2)
|
7/30/09
|
15,115
|
18,894
|
22,673
|
$0
|
||||||
Performance Stock Unit Awards (3)
|
7/30/09
|
7,287
|
9,109
|
10,931
|
$0
|
||||||
Restricted Stock Award
|
7/30/09
|
17,659
|
$157,165
|
||||||||
C.J. Eperjesy
|
|||||||||||
Cash Incentive (1)
|
N/A
|
N/A
|
N/A
|
||||||||
Performance Stock Awards (2)
|
7/30/09
|
10,425
|
13,031
|
15,637
|
$0
|
||||||
Performance Stock Unit Awards (3)
|
7/30/09
|
5,026
|
6,283
|
7,540
|
$0
|
||||||
Restricted Stock Award
|
7/30/09
|
12,180
|
$108,402
|
||||||||
J.E. Feiertag
|
|||||||||||
Cash Incentive (1)
|
N/A
|
N/A
|
N/A
|
||||||||
Performance Stock Awards (2)
|
7/30/09
|
10,425
|
13,031
|
15,637
|
$0
|
||||||
Performance Stock Unit Awards (3)
|
7/30/09
|
5,026
|
6,283
|
7,540
|
$0
|
||||||
Restricted Stock Award
|
7/30/09
|
12,180
|
$108,402
|
||||||||
H.C. Fabry
|
|||||||||||
Cash Incentive (1)
|
N/A
|
N/A
|
N/A
|
||||||||
Performance Stock Awards (2)
|
7/30/09
|
4,178
|
5,223
|
6,268
|
$0
|
||||||
Performance Stock Unit Awards (3)
|
7/30/09
|
2,014
|
2,518
|
3,022
|
$0
|
||||||
Restricted Stock Award
|
7/30/09
|
4,882
|
$43,450
|
|
(2)
|
Consists of stock awards with performance-based vesting criteria, as discussed in the “Long-Term Compensation” section of the Compensation Discussion and Analysis; eligible for vesting in 2012.
|
|
(3)
|
Consists of cash awards measured by the value of the Corporation’s common stock as of the vesting date with performance-based vesting criteria, as discussed in the “Long-Term Incentive Compensation” section of the Compensation Discussion and Analysis; eligible for vesting in 2012.
|
|
(4)
|
Consists of restricted stock with a vesting date of August 3, 2012. This stock will vest if the executive remains employed through the vesting date.
|
|
(5)
|
The grant date fair value for restricted stock awards is calculated using the closing price of Twin Disc shares on the July 30, 2009 grant date ($8.90). The grant date fair value of $0 for the performance stock and performance stock unit awards is based on the assumption that the threshold performance objectives for these awards would not be met, the most probable outcome as of the grant date.
|
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of Securities Underlying Unexercised Options Exercisable
|
Number of Securities Underlying Unexercised Options Unexercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
|
Option Exercise Price
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested
|
Market Value of Shares or Units of Stock That Have Not Vested
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(1)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(2)
|
M.E. Batten
|
12,000
|
$4.45315
|
8/4/2010
|
||||||
M.E. Batten
|
16,000
|
$3.7625
|
8/13/2011
|
||||||
M.E. Batten
|
32,000
|
$3.6125
|
8/2/2012
|
||||||
M.E. Batten
|
123,832
|
$1,406,732
|
|||||||
J.H. Batten
|
62,561
|
$710,693
|
|||||||
C.J. Eperjesy
|
42,931
|
$487,696
|
|||||||
J.E. Feiertag
|
42,931
|
$487,696
|
|||||||
H.C. Fabry
|
17,474
|
$198,505
|
Option Awards
|
Stock Awards
|
|||
Name
|
Number of Shares Acquired on Exercise
|
Value Realized on Exercise
|
Number of Shares Acquired on Vesting (1)
|
Value Realized on Vesting
(2)
|
M.E. Batten
|
12,000
|
20,587
|
24,300
|
$216,027
|
J.H. Batten
|
-
|
-
|
11,252
|
$100,030
|
C.J. Eperjesy
|
11,252
|
$100,030
|
||
J.E. Feiertag
|
11,252
|
$100,030
|
||
H.C. Fabry
|
-
|
-
|
3,752
|
$33,355
|
(1)
|
Reflects the vesting of performance stock originally granted in 2006.
|
(2)
|
The value of the stock awards was calculated using the closing price of the Corporation’s common stock on July 29, 2009, the date that the satisfaction of the performance goals was certified.
|
Name
|
Plan Name
|
Number of Years of Credited Service
|
Present Value of Accumulated Benefits(1)
|
Payments During Last Fiscal Year
|
M.E. Batten
|
Retirement Plan for Salaried Employees
|
40.583
|
$1,119,799
|
-
|
Supplemental Executive Retirement Plan
|
40.583
|
$2,678,179
|
-
|
|
J.H. Batten
|
Retirement Plan for Salaried Employees
|
14
|
$111,521
|
-
|
Supplemental Executive Retirement Plan
|
14
|
$42,636
|
-
|
|
C.J. Eperjesy
|
Retirement Plan for Salaried Employees
|
8
|
$77,671
|
-
|
Supplemental Executive Retirement Plan
|
8
|
$48,988
|
-
|
|
J.E. Feiertag
|
Retirement Plan for Salaried Employees
|
10
|
$104,190
|
-
|
Supplemental Executive Retirement Plan
|
10
|
$62,201
|
-
|
|
H.C. Fabry
|
AXA – Group Annuity Plan
|
14
|
$292,780
|
-
|
(1)
|
The following key assumptions were made in calculating the present value of the qualified retirement plan. For Mr. M. Batten, the value assumes a 5.09% discount rate, with his retirement age assumed to be his current age. For Messrs. Eperjesy, Feiertag, and J. Batten, the key assumptions include a 5.09% discount rate and a retirement age of 65.
No mortality assumption was used prior to retirement. After retirement, the mortality assumption is the IRS Generational Mortality Table.
|
·
|
Normal or Early Retirement
. The normal retirement age for US-based employees, including the Named Executive Officers, is 65. All full-time salaried employees employed before October 1, 2003 participate in the Twin Disc, Incorporated Retirement Plan for Salaried Employees and the Twin Disc, Incorporated Retirement Savings Plan for Salaried Employees. Eligibility for retirement occurs upon reaching one of the following age and service requirements: a) Age 65 with 5 years of service; b) Age 60 with 10 years of service; c) 30 years of service at any age; or d) age plus service equals 85 points. Currently Mr. M. Batten is the only US-based Named Executive Officer eligible for retirement. Mr. Fabry is also eligible for retirement under the Belgian subsidiary’s pension plan.
|
·
|
Death while Employed
. In the event of death of a Named Executive Officer while actively employed, the executive’s estate would receive payment for any base salary earned, but not yet paid. In addition, any vacation accrual not used would also be paid to the estate.
|
·
|
Disability
. In the event of termination of employment due to disability, a Named Executive Officer would receive benefits under the Corporation’s short-term and long-term disability plans, generally available to full-time salaried employees. Benefits are reduced for any social security or pension eligibility.
|
·
|
Termination for Cause
. An executive is not eligible for any additional benefits at termination, unless the Compensation Committee would determine that severance payments are appropriate.
|
·
|
Voluntary Termination Prior to Retirement
. An executive is not entitled to any additional forms of severance payments in the event of a voluntary termination, prior to becoming eligible for retirement.
|
·
|
Involuntary Termination (or Resignation for Good Cause) Following Change in Control
. In July 2007, the Corporation entered into Change in Control Severance Agreements with each of our Named Executive Officers. The agreements provide that, following a change in control of the corporation (as defined in the agreement) if employment of the executive officer is terminated by the Corporation for any reason other than "Good Cause," or terminated by the executive for "Good Reason" within 24 months after the change in control occurs, certain benefits would become payable. These include:
|
o
|
severance as a multiple of base salary,
|
o
|
twenty-four months of benefit continuation,
|
o
|
current value of all outstanding stock options,
|
o
|
restricted stock, and
|
o
|
performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved.
|
Termination Event
|
Base Salary ($)
|
Bonus
($)
|
(1)
Non-Equity Incentive Plan
($)
|
Value of Accelerated Restricted Stock, Performance Stock, Performance Stock Units, and Stock Options
($)
|
Other Benefits
($)
|
Total
($)
|
Normal Retirement prior to a Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$661,226 (2)
|
$ 2,678,179(4)
|
$3,339,405
|
Death
|
Paid through last day worked
|
$0
|
$0
|
$1,583,187 (3)
|
$ 2,678,179(4)
|
$4,261,366
|
Disability
|
Paid through last day worked
|
$0
|
$0
|
$1,583,187 (3)
|
$ 2,951,179(5)
|
$4,534,366
|
Termination for Cause
|
Paid through last day worked
|
$0
|
$0
|
$0 (6)
|
$0
|
$0
|
Voluntary Termination Prior to Retirement (7)
|
Paid through last day worked
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Involuntary Termination or Resignation for Good Cause Following Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$2,820,004 (8)
|
$ 5,429,006(9)
|
$8,249,010
|
(1)
|
The Corporate Incentive Plan was suspended for FY2010; thus Mr. Batten would not be eligible for a bonus payment for FY2010.
|
(2)
|
The value was calculated by adding 0% of the performance awards payable for the performance period ending on June 30, 2010 (0), plus 2/3rds of the performance awards payable for the performance period ending June 30, 2011 (38,667) plus 1/3
rd
of the awards payable for the performance period ending June 30, 2012 (18,682). This assumes that the performance awards did not vest in 2010 due to threshold performance levels not being met, and assumes achievement of target performance levels in FY2011 and FY2012. The sum of performance shares was multiplied by $11.36, the closing price of Twin Disc shares on June 30, 2010, and the sum of performance stock units was multiplied by $11.53, the mean of the high and low selling prices of Twin Disc shares on June 30, 2010.
|
(3)
|
The value was calculated by adding 100% of the maximum performance awards payable for the performance period ending on June 30, 2010 (36,376 plus 2/3rds of the maximum performance awards payable for the performance period ending June 30, 2011 (46,400) plus 1/3
rd
of the maximum performance awards payable for the performance period ending June 30, 2012 (22,418). In addition, this value includes 32,596 shares of restricted shares which vest on June 30, 2012. The sum of performance shares and restricted shares was multiplied by $11.36, the closing price of Twin Disc shares on June 30, 2010, and the sum of performance stock units was multiplied by $11.53, the mean of the high and low selling prices of Twin Disc shares on June 30, 2010.
|
(4)
|
This amount consists of the present value of Mr. Batten’s Supplemental Executive Retirement Benefit Plan benefits. Mr. Batten is currently retirement eligible.
|
(5)
|
This amount is the value of six months of benefits beginning July 1, 2010 under the Corporation’s short-term disability program for salaried employees ($273,000) plus the present value of Mr. Batten’s Supplemental Executive Retirement Plan benefits ($2,678,179), as he is currently retirement-eligible.
|
(6)
|
Employees terminated for cause are not entitled to receive performance awards. This assumes Mr. Batten’s employment was terminated for cause on June 30, 2010.
|
(7)
|
Mr. Batten is retirement eligible, so all benefits are payable under the retirement section.
|
(8)
|
Upon involuntary termination without cause or resignation for good cause after a change in control, performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved. In addition, restricted stock becomes fully transferable. The value of unexercised options is payable in cash. This amount represents the total of 173,231 outstanding performance stock unit awards valued at $11.53 (the mean of the high and low selling prices of Twin Disc shares on June 30, 2010) and 32,596 outstanding restricted shares valued at $11.36 (the closing price of Twin Disc shares on June 30, 2010). In addition, this figure includes 60,000 outstanding options, measured as if they were valued at the difference of $11.36 and their grant price.
|
(9)
|
Under the Change in Control Severance Agreement, Mr. Batten is entitled to 2.5 times his base salary plus his most recent bonus as a severance payment ($2,721,813), benefit continuation for 24 months ($29,014), and his benefits under his Supplemental Executive Retirement Plan, ($2,678,179) as he is retirement eligible. As there was no bonus earned in FY2009 or FY2010, the figure is based on the bonus awarded in FY2008, the most recently awarded annual bonus, as per the terms of the Change in Control Severance Agreement.
|
Termination Event
|
Base Salary ($)
|
Bonus
($)
|
(1)
Non-Equity Incentive Plan
($)
|
Value of Accelerated Restricted Stock, Performance Stock and Performance Stock Units, and Stock Options
($)
|
Other Benefits
($)
|
Total
($)
|
Normal Retirement prior to a Change in Control
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Death
|
Paid through last day worked
|
$0
|
$0
|
$739,385 (2)
|
$0
|
$739,385
|
Disability
|
Paid through last day worked
|
$0
|
$0
|
$739,385 (2)
|
$192,636(3)
|
$932,021
|
Termination for Cause
|
Paid through last day worked
|
$0
|
$0
|
$0 (4)
|
$0
|
$0
|
Voluntary Termination Prior to Retirement
|
Paid through last day worked
|
$0
|
$0
|
$0 (5)
|
$0
|
$0
|
Involuntary Termination or Resignation for Good Cause Following Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$1,109,259 (6)
|
$1,067,800 (7)
|
$2,177,059
|
(1)
|
The Corporate Incentive Plan was suspended for FY2010; thus Mr. Batten would not be eligible for a bonus payment for FY2010.
|
(2)
|
Upon death or disability, performance awards immediately vest and the awards will be delivered pro-rata, based on the assumption that the maximum performance target was achieved. In addition, restricted shares become non-forfeitable. The amount in the table was calculated by adding 100% of the maximum performance stock and performance stock unit awards payable for the performance period ending June 30, 2010 (13,500) plus 2/3rds of the maximum performance awards payable for the performance period ending June 30, 2011 (20,000) plus 1/3rd of the maximum performance awards payable for the performance period ending June 30, 2012 (11,201). In addition, Mr. Batten has 2,500 shares of restricted stock that vest on July 24, 2011 and 17,659 shares of restricted stock that vest on July 30, 2012 if he remains employed with the Corporation through those dates, respectively. The sum of performance shares and restricted shares was multiplied by $11.36, the closing price of Twin Disc shares on June 30, 2010, and the sum of performance stock units was multiplied by $11.53, the mean of the high and low selling prices of Twin Disc shares on June 30, 2010.
|
(3)
|
Of this amount, $150,000 is the value of six months of benefits beginning July 1, 2010 under the Corporation’s short-term disability program for salaried employees. Any benefits payable after six months are provided by a fully-insured disability carrier. The remainder of this amount is the June 30, 2010 value of Mr. Batten’s benefit under the Supplemental Executive Retirement Plan (“SERP”), which vest upon termination of employment due to disability but are not payable until the date that Mr. Batten would have attained early or normal retirement age under the SERP.
|
(4)
|
Employees terminated for cause are not eligible for performance awards. This assumes Mr. Batten was involuntarily terminated for cause on June 30, 2010.
|
(5)
|
This amount reflects performance stock and performance unit awards payable for the performance period ending June 30, 2010. These shares did not vest, due to performance targets not being met.
|
(6)
|
Upon involuntary termination without cause or resignation for good cause after a change in control, performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved. In addition, restricted stock becomes fully transferable. This amount represents the total of outstanding shares and units, which consists of restricted shares (20,159) and performance stock (51,481) valued at $11.36 (the closing price of Twin Disc shares on June 30, 2010), and performance stock units (25,623) valued at $11.53 (the mean of the high and low selling prices of Twin Disc shares on June 30, 2010).
|
(7)
|
Under the Change in Control Severance Agreement, Mr. Batten is entitled to 2.0 times his base salary plus most recent bonus as severance payments ($983,050) plus benefit continuation for 24 months ($42,750). As there was no bonus earned in FY2010, the figure is based on the bonus awarded in FY2008, the most recently awarded annual bonus, as per the terms of the Change in Control Severance Agreement.
|
Termination Event
|
Base Salary ($)
|
Bonus
($)
|
(1)
Non-Equity Incentive Plan
($)
|
Value of Accelerated Restricted Stock, Performance Stock, Performance Stock Units, and Stock Options
($)
|
Other Benefits
($)
|
Total
($)
|
Normal Retirement prior to a Change in Control
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6//30/10
|
Death
|
Paid through last day worked
|
$0
|
$0
|
$555,269 (2)
|
$0
|
$555,269
|
Disability
|
Paid through last day worked
|
$0
|
$0
|
$555,269 (2)
|
$171,821 (3)
|
$727,090
|
Termination for Cause
|
Paid through last day worked
|
$0
|
$0
|
$0 (4)
|
$0
|
$0
|
Voluntary Termination Prior to Retirement
|
Paid through last day worked
|
$0
|
$0
|
$0 (5)
|
$0
|
$0
|
Involuntary Termination or Resignation for Good Cause Following Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$804,693 (6)
|
$1,051,000 (7)
|
$1,855,693
|
(1)
|
The Corporate Incentive Plan was suspended for FY2010; thus Mr. Eperjesy would not be eligible for a bonus payment for FY2010.
|
(2)
|
Upon death or disability, performance awards immediately vest and the awards will be delivered pro-rata, based on the assumption that the maximum performance target was achieved. In addition, restricted shares become non-forfeitable. This amount was calculated by adding 100% of the maximum performance stock and performance stock unit awards payable for the performance period ending June 30, 2010 (13,500) plus 2/3rds of the maximum performance awards payable for the performance period ending June 30, 2011 (12,800) plus 1/3rd of the maximum performance awards payable for the performance period ending June 30, 2012 (7,727). In addition, Mr. Eperjesy has 2,500 shares of restricted stock that vest on July 24, 2011 and 12,180 shares of restricted stock that vest on July 30, 2012 if he remains employed with the Corporation through those dates, respectively. The sum of performance shares and restricted shares was multiplied by $11.36, the closing price of Twin Disc shares on June 30, 2010, and the sum of performance stock units was multiplied by $11.53, the mean of the high and low selling prices of Twin Disc shares on June 30, 2010.
|
(3)
|
Of this amount, $122,833 is the value of six months of benefits beginning July 1, 2010 under the Corporation’s short-term disability program for Salaried employees. Any benefits payable after six months are provided by a fully-insured disability carrier. The remainder of this amount is the June 30, 2010 value of Mr. Eperjesy’s benefit under the Supplemental Executive Retirement Plan (“SERP”), which vest upon termination of employment due to disability but are not payable until the date that Mr. Eperjesy would have attained early or normal retirement age under the SERP.
|
(4)
|
Employees terminated for cause are not eligible for performance awards. This assumes Mr. Eperjesy was involuntarily terminated for cause on June 30, 2010.
|
(5)
|
This amount reflects performance stock and performance unit awards payable for the performance period ending June 30, 2010. These shares did not vest, due to performance targets not being met.
|
(6)
|
Upon involuntary termination without cause or resignation for good cause after a change in control, performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved. In addition, restricted stock becomes fully transferable. This amount represents the total of outstanding shares and units, which consists of restricted shares (14,680) and performance stock (37,245) valued at $11.36 (the closing price of Twin Disc shares on June 30, 2010), and performance stock units (18,632) valued at $11.53 (the mean of the high and low selling prices of Twin Disc shares on June 30, 2010).
|
(7)
|
Under the Change in Control Severance Agreement, Mr. Eperjesy is entitled to 2.0 times the sum of his base salary plus his most recent bonus as a severance payment ($1,008,250), plus benefit continuation ($42,750) for 24 months. As there was no bonus earned in FY2010, the figure is based on the bonus awarded in FY2008, the most recently awarded annual bonus, as per the terms of the Change in Control Severance Agreement.
|
Termination Event
|
Base Salary ($)
|
Bonus
($)
|
(1)
Non-Equity Incentive Plan
($)
|
Value of Accelerated Restricted Stock, Performance Stock and Performance Stock Units, and Stock Options
($)
|
Other Benefits
($)
|
Total
($)
|
Normal Retirement prior to a Change in Control
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Not Eligible on 6/30/10
|
Death
|
Paid through last day worked
|
$0
|
$0
|
$555,269 (2)
|
$0
|
$555,269
|
Disability
|
Paid through last day worked
|
$0
|
$0
|
$555,269(2)
|
$192,368 (3)
|
$747,637
|
Termination for Cause
|
Paid through last day worked
|
$0
|
$0
|
$0 (4)
|
$0
|
$0
|
Voluntary Termination Prior to Retirement
|
Paid through last day worked
|
$0
|
$0
|
$0 (5)
|
$0
|
$0
|
Involuntary Termination or Resignation for Good Cause Following Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$804,693 (6)
|
$1,010,950 (7)
|
$1,815,643
|
(1)
|
The Corporate Incentive Plan was suspended for FY2010; thus Mr. Feiertag would not be eligible for a bonus payment for FY2010.
|
(2)
|
Upon death or disability, performance awards immediately vest and the awards will be delivered pro-rata, based on the assumption that the maximum performance target was achieved. In addition, restricted shares become non-forfeitable. This amount was calculated by adding 100% of the maximum performance stock and performance stock unit awards payable for the performance period ending June 30, 2010 (13,500) plus 2/3rds of the maximum performance awards payable for the performance period ending June 30, 2011 (12,800) plus 1/3rd of the maximum performance awards payable for the performance period ending June 30, 2012 (7,727). In addition, Mr. Feiertag has 2,500 shares of restricted stock that vest on July 24, 2011 and 12,180 shares of restricted stock that vest on July 30, 2012 if he remains employed with the Corporation through those dates, respectively. The sum of performance shares and restricted shares was multiplied by $11.36, the closing price of Twin Disc shares on June 30, 2010, and the sum of performance stock units was multiplied by $11.53, the mean of the high and low selling prices of Twin Disc shares on June 30, 2010.
|
(3)
|
Of this amount, $130,167 is the value of six months of benefits beginning July 1, 2010 under the Corporation’s short-term disability program for salaried employees. Any benefits payable after six months are provided by a fully-insured disability carrier. The remainder of this amount is the June 30, 2010 value of Mr. Feiertag’s benefit under the Supplemental Executive Retirement Plan (“SERP”), which vest upon termination of employment due to disability but are not payable until the date that Mr. Feiertag would have attained early or normal retirement age under the SERP.
|
(4)
|
Employees terminated for cause are not eligible for performance awards. This assumes Mr. Feiertag was involuntarily terminated for cause on June 30, 2010.
|
(5)
|
This amount reflects performance stock and performance unit awards payable for the performance period ending June 30, 2010. These shares did not vest, due to performance targets not being met.
|
(6)
|
Upon involuntary termination without cause or resignation for good cause after a change in control, performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved. In addition, restricted stock becomes fully transferable. This amount represents the total of outstanding shares and units, which consists of restricted shares (14,680) and performance stock (37,245) valued at $11.36 (the closing price of Twin Disc shares on June 30, 2010), and performance stock units (18,632) valued at $11.53 (the mean of the high and low selling prices of Twin Disc shares on June 30, 2010).
|
(7)
|
Under the Change in Control Severance Agreement, Mr. Feiertag is entitled to 2.0 times the sum of his base salary plus his most recent bonus as a severance payment ($997,250), plus benefit continuation ($13,700) for 24 months. As there was no bonus earned in FY2010, the figure is based on the bonus awarded in FY2008, the most recently awarded annual bonus, as per the terms of the Change in Control Severance Agreement.
|
Termination Event
|
Base Salary ($)
|
Bonus
($)
|
(1)
Non-Equity Incentive Plan
($)
|
Value of Accelerated Restricted Stock, Performance Stock and Performance Stock Units, and Stock Options
($)
|
Other Benefits
($)
|
(10)
Total
($)
|
Normal Retirement prior to a Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$89,899 (2)
|
$0
|
$89,899
|
Death
|
Paid through last day worked
|
$0
|
$0
|
$240,976 (3)
|
$0
|
$240,976
|
Disability
|
Paid through last day worked
|
$0
|
$0
|
$ 240,976 (3)
|
$43,967 (4)
|
$284,943
|
Termination for Cause
|
Paid through last day worked
|
$0
|
$0
|
$0 (5)
|
$416,770 (6)
|
$416,770
|
Voluntary Termination Prior to Retirement (6)
|
Paid through last day worked
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Involuntary Termination or Resignation for Good Cause Following Change in Control
|
Paid through last day worked
|
$0
|
$0
|
$348,191 (8)
|
$642,334 (9)
|
$990,525
|
(1)
|
The Corporate Incentive Plan was suspended for FY2010; thus Mr. Fabry would not be eligible for a bonus payment for FY2010.
|
(2)
|
The value was calculated by adding 0% of the performance awards payable for the performance period ending on June 30, 2010 (0), plus 2/3rds of the performance awards payable for the performance period ending June 30, 2011 (5,333) plus 1/3
rd
of the awards payable for the performance period ending June 30, 2012 (2,580). This assumes that the performance awards did not vest in 2010 due to targets not being met, and assumes achievement of target performance levels in FY2011 and FY2012. The total was multiplied by $11.36, the closing price of Twin Disc shares on June 30, 2010.
|
(3)
|
Upon death or disability, performance awards immediately vest and the awards will be delivered pro-rata, based on the assumption that the maximum performance target was achieved. In addition, restricted shares become non-forfeitable. The value was calculated by adding 100% of the maximum performance awards payable for the performance period ending on June 30, 2010 (6,751), plus 2/3rds of the maximum performance awards payable for the performance period ending June 30, 2011 (6,400) plus 1/3
rd
of the maximum performance awards payable for the performance period ending June 30, 2012 (3,096). In addition, this value includes 4,882 shares of restricted shares which vest on June 30, 2012. The sum of performance shares and restricted shares was multiplied by $11.36, the closing price of Twin Disc shares on June 30, 2010, and the sum of performance stock units was multiplied by $11.53, the mean of the high and low selling prices of Twin Disc shares on June 30, 2010.
|
(4)
|
This amount is two-month’s salary under Mr. Fabry’s management contract, after which benefits are provided by a fully-insured disability plan.
|
(5)
|
Employees terminated for cause are not eligible for performance awards. This assumes Mr. Fabry was involuntarily terminated for cause on June 30, 2010.
|
(6)
|
Value of severance indemnity benefit included in Mr. Fabry’s management contract.
|
(7)
|
Mr. Fabry is retirement eligible, so all benefits would be payable under the retirement section.
|
(8)
|
Upon involuntary termination without cause or resignation for good cause after a change in control, performance stock and performance units immediately vest, and stock or cash is paid under the agreements as if the maximum performance objective was achieved. In addition, restricted stock becomes fully transferable. This amount represents the total of outstanding shares and units, which consists of restricted shares (4,882) and performance stock (17,072) valued at $11.36 (the closing price of Twin Disc shares on June 30, 2010), and performance stock units (8,568) valued at $11.53 (the mean of the high and low selling prices of Twin Disc shares on June 30, 2010)..
|
(9)
|
Under the Change in Control Severance Agreement, Mr. Fabry is entitled to 1.5 times his base salary plus his most recent bonus as severance payments ($629,891), plus benefit continuation for 24 months ($12,443). As there was no bonus earned in FY2010, the figure is based on the bonus awarded in FY2008, the most recently awarded annual bonus, as per the terms of the Change in Control Severance Agreement. The Belgian operation provides Mr. Fabry with supplemental hospitalization benefits.
|
(10)
|
Any benefits payable in Euro have been translated to dollars at the average currency exchange rate for FY2010 of 1.39232.
|
Name
|
Year
|
Fees Earned or Paid in Cash
($)
|
Stock Awards ($)
(1)
|
Option Awards ($)
(1)
|
Non-Equity Incentive Plan Compensation ($)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)
|
All Other Compensation ($)
|
Total
|
Michael Doar
|
2010
|
44,500
|
17,532
|
7,328
|
69,360
|
|||
John Mellowes
|
2010
|
54,000
|
17,532
|
7,328
|
78,860
|
|||
Malcolm Moore
|
2010
|
54,000
|
17,532
|
7,328
|
78,860
|
|||
David Rayburn
|
2010
|
55,500
|
17,532
|
7,328
|
80,360
|
|||
Michael Smiley
|
2010
|
9,250
|
9,250
|
|||||
Harold Stratton II
|
2010
|
58,500
|
17,532
|
7,328
|
83,360
|
|||
David Zimmer
|
2010
|
60,000
|
17,532
|
7,328
|
84,860
|
(1)
|
Values computed in accordance with Financial Accounting Standards Board ASC Topic 718.
|
·
|
Outside Directors will be paid a retainer fee equal to $90,000 composed of both cash and restricted shares of Twin Disc stock. The mix of cash and stock will be determined by the Board of Directors on an annual basis. The cash portion of the retainer will be paid quarterly, while the stock portion of the retainer will be awarded annually, at the annual shareholders meeting in October. The restricted shares will vest as of the subsequent annual shareholders meeting.
|
·
|
For FY2011, the Board has approved that the annual retainer will be paid in a 50/50 mix of cash and restricted stock.
|
·
|
In addition to the annual retainer, committee chairs will be paid an annual fee of $5,000. The chair of the Audit Committee will receive a $10,000 additional annual fee, due to the larger responsibility of the position.
|
·
|
Director stock ownership guidelines are in place for the outside Directors of the Corporation. These guidelines will set a target ownership level of two times the value of the Director annual retainer fee, exclusive of committee chair fees. Directors will have a period of four years to attain their targeted ownership level. The Compensation Committee monitors compliance with this guideline, using its discretion to address non-attainment issues.
|
·
|
Outside Directors who reach the age of 71 or who retire from full-time employment may be required to retire from the Board of Directors effective as of the completion of their current term. Retired outside Directors will be entitled to an annual retirement benefit equal to the 50% of the total annual retainer amount, exclusive of committee chair fees. Retirement benefits will be payable for a term equal to the Director’s years of service or life, whichever is shorter.
|
Plan Category
|
# of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
Weighted Average Price of Outstanding Options, Warrants and Rights
|
# of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
|
Equity Compensation Plans Approved by Shareholders
|
325,608 (1)
|
$6.69
|
242,232
|
Equity Compensation Plans Not Approved By Shareholders
|
0
|
N/A
|
0
|
TOTAL
|
325,608 (1)
|
$6.69
|
242,232
|
(1)
|
Includes 15,800 incentive stock options and 100,200 non-qualified stock options awarded under the Twin Disc, Incorporated 1998 Incentive Compensation Plan and the 1998 Stock Option Plan for Non-Employee Directors, and 40,800 non-qualified stock options awarded under the Twin Disc, Incorporated 2004 Stock Incentive Plan for Non-Employee Directors. No further awards may be made under either of the 1998 plans referenced above. Also includes 168,808 shares of performance stock that may be issued as of June 30, 2011 and June 30, 2012 under the Twin Disc, Incorporated 2004 Stock Incentive Plan (as amended), assuming the maximum performance goals are achieved. As of June 30, 2010, the Corporation believes that it is unlikely that the threshold performance goals will be achieved. Because performance stock awards do not have an exercise price, the weighted-average exercise price does not take performance stock awards into account.
|
|
(a)
|
if the prior Award to which such shares were subject lapses, expires or terminates without the issuance of such shares; or
|
|
(b)
|
shares issued pursuant to an Award are reacquired by the Company pursuant to rights reserved by the Company upon the issuance of such shares; provided, that shares reacquired by the Company may only be subject to new Awards if the Participant received no benefit of ownership from the shares.
|
|
(a)
|
Stock Options
. An Option shall entitle the Participant to receive shares of Common Stock upon exercise of such Option, subject to the Participant's satisfaction in full of any conditions, restrictions or limitations imposed in accordance with the Plan or the agreement between the Company and the Participant governing the award of such Option. The agreement governing the award of an option shall designate whether such option is intended to be an incentive stock option or a non-qualified stock option, and to the extent that any stock option is not designated as an incentive stock option (or even if so designated does not qualify as an incentive stock option), it shall constitute a non-qualified stock option. The maximum number of Options that may be granted to any Participant during any fiscal year of the Company is 50,000, subject to the adjustments provided in Article X, below.
|
|
(i)
|
Exercise Price
. The exercise price per share of the Common Stock purchasable under an Option shall be determined by the Committee, but shall not be less than the fair market value per share of Common Stock on the date the option is granted (or, if the Option is intended to qualify as an incentive stock option, not less than 110% of the such fair market value if the option is granted to an individual who owns or is deemed to own stock possessing more than 10% of the combined voting power of all classes of stock or the Company, a corporation which is the parent of the Company or and subsidiary of the Company (each as defined in Section 424 of the Code) (a "10% Shareholder")). For this and all other purposes under the Plan, the fair market value shall be the mean between the highest and lowest quoted selling prices per share of Common Stock on the NASDAQ Stock Market on the date of grant; provided, that if the Common Stock ceases to be listed on the NASDAQ Stock Market, the Committee shall designate an alternative method of determining the fair market value of the Common Stock.
|
|
(ii)
|
Option Period
. An Option shall be exercisable at such time and subject to such terms and conditions as shall be determined by the Committee. An option that is intended to qualify as an incentive stock option shall not be exercisable more than ten years after the date it is granted (or five years after the date it is granted, if granted to a 10% Shareholder).
|
|
(b)
|
Stock Appreciation Rights
. A Stock Appreciation Right shall entitle the Participant to surrender to the Company the Stock Appreciation Right and to be paid therefor the amount described in Section 6.1(b)(i)(3) or 6.1(b)(ii) below, subject to the Participant's satisfaction in full of any conditions, restrictions or limitations imposed in accordance with the Plan or the agreement between the Company and the Participant governing the award of such Stock Appreciation Right. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option under this Plan ("Tandem SAR's"), or may be granted on a stand-alone basis ("Stand Alone SAR's"). The maximum number of Stock Appreciation Rights that may be granted to any Participant during any fiscal year of the Company is 50,000, subject to the adjustments provided in Article X, below.
|
|
(1)
|
Grant
. Tandem SAR's may be granted in connection with non-qualified or incentive stock options, but may only be granted at the time of grant of such associated Options.
|
|
(2)
|
Term
. A Tandem SAR shall have the same term as the Stock Option to which it relates and shall be exercisable only at such time or times and to the extent the related Stock Option would be exercisable.
|
|
(3)
|
Exercise
. Upon the exercise of a Tandem SAR, the Participant shall be entitled to receive an amount in cash equal in value to the excess of the fair market value per share of Common Stock on the date of exercise over the Option Price per share of Common Stock as specified in the agreement governing the Tandem SAR, multiplied by the number of shares in respect to which the Tandem SAR is exercised. The exercise of Tandem SAR's shall require the cancellation of a corresponding number of Stock Options to which the Tandem SAR's relate, and the exercise of Stock Options shall require the cancellation of a corresponding number of Tandem SAR's to which the Stock Options relate.
|
|
(4)
|
Expiration or Termination
. A Tandem SAR shall expire or terminate at such time as the Stock Option to which it relates expires or terminates, unless otherwise provided in the agreement governing the grant of the Tandem SAR.
|
|
(ii)
|
Stand Alone SAR's
. A Stand Alone SAR may be granted at such time and for such term as the Committee shall determine, and shall be exercisable at such time as specified in the agreement governing the grant of the Stand Alone SAR. Upon exercise of a Stand Alone SAR, the Participant shall be entitled to receive, in cash, Common Stock, or a combination of both (as determined by the Committee), an amount equal to the fair market value per share of Common Stock over a value specified in the agreement governing the grant of the Stand Alone SAR (which value shall not be less than the fair market value per share of Common Stock on the date the Stand Alone SAR is awarded), multiplied by the number of shares in respect to which the Stand Alone SAR is exercised.
|
|
(c)
|
Restricted Stock Awards
. Restricted Stock consists of shares of Common Stock that are transferred or sold to the Participant, but which carry restrictions such as a prohibition against disposition or an option to repurchase in the event of employment termination. The minimum restriction on shares of Restricted Stock shall be one year of continued service by the Participant, although the Committee may impose longer service requirements and/or additional restrictions. Until such restrictions lapse, the Participant may not sell, assign, pledge or otherwise transfer, whether voluntarily or involuntarily, the Restricted Stock. A sale of Restricted Stock to a Participant shall be at such price as the Committee determines which price may be substantially below the fair market value of the Common Stock at the date of grant.
|
|
(i)
|
Lapse of Restrictions
. The Committee shall establish the conditions under which the restrictions applicable to shares of Restricted Stock shall lapse. Lapse of the restrictions may be conditioned upon continued employment of the Participant for a specified period of time, satisfaction of performance goals of the Company or a Subsidiary, or any other factors as the Committee deems appropriate.
|
|
(ii)
|
Rights of Holder of Restricted Stock
. Except for the restrictions on transfer and/or the Company's option to repurchase the Restricted Shares, the Participant shall have, with respect to shares of Restricted Stock, all of the rights of a shareholder of Common Stock, including, if applicable, the right to vote the shares and the right to receive any cash or stock dividends. Unless otherwise determined by the Committee and subject to the terms of the Plan, cash or stock dividends on shares of Restricted Stock shall be automatically deferred, and shall be paid to the Participant as soon as practicable after the restrictions on the shares of Restricted Stock to which such dividends relate lapse (but no later than the 15
th
day of the third month of calendar year after the calendar year in which such restrictions lapse). Cash dividends shall be paid with an appropriate rate of interest, as determined by the Committee.
|
|
(iii)
|
Certificates
. The Company may require that the certificates evidencing shares of Restricted Stock be held by the Company until the restrictions thereon have lapsed. If and when such restrictions lapse, certificates for such shares shall be delivered to the Participant. Such shares may have further restrictions on transfer if they have not been registered under the Exchange Act, but shall no longer be subject to a substantial risk of forfeiture.
|
|
(d)
|
Cash-Settled Restricted Stock Unit Awards
. Cash-Settled Restricted Stock Units consist of the right to receive a cash payment upon the lapse of a substantial risk of forfeiture. The minimum restriction on Cash-Settled Restricted Stock Units shall be one year of continued service by the Participant, although the Committee may impose longer service requirements and/or additional restrictions. The cash payment for each Cash-Settled Restricted Stock Unit that vests upon the lapse of the substantial risk of forfeiture shall be equal to the fair market value of a share of Common Stock as of the date the substantial risk of forfeiture lapses.
|
|
(i)
|
Lapse of Restrictions
. The Committee shall establish the conditions under which the restrictions applicable to Cash-Settled Restricted Stock Units shall lapse. Lapse of the restrictions may be conditioned upon continued employment of the Participant for a specified period of time, satisfaction of performance goals of the Company or a Subsidiary, or any other factors as the Committee deems appropriate.
|
|
(ii)
|
Timing of Payments
. Payments of amounts due under Cash-Settled Restricted Stock Units shall be made as soon as practicable after the applicable restrictions lapse, but no later than the 15
th
day of the third month of the calendar year after the calendar year in which such restrictions lapse.
|
|
(e)
|
Performance Stock Awards
. Performance Stock Awards are artificial shares that are contingently granted to a Participant, which entitle the Participant to actual shares of Common Stock, if predetermined objectives are met. Because the payment of a Performance Stock Award is based on a predetermined number of shares of Common Stock, the value of the award may increase or decrease depending on the fair market value of the Common Stock after the date of grant. The maximum number of shares of Performance Stock that may be granted to any Participant during any fiscal year of the Company is 100,000, subject to the adjustments provided in Article X, below.
|
|
(i)
|
Performance Goals
. The Committee shall establish one or more performance goals with respect to each grant of a Performance Stock Award. The performance goals may be tailored to meet specific objectives. The performance criteria upon which payment or vesting of a Performance Stock Award intended to qualify for the exemption under Code Section 162(m) will be based upon one or more of the following, whether in absolute, relative or comparative terms, as determined by the Committee: gross revenues, sales, net asset turnover, earnings per share, cash flow, cash flow from operations, return on investment in excess of cost of capital (i.e., net operating profit after taxes minus the Company’s capital charge), net operating profit after taxes as a percentage of the Company’s capital charge, operating profit or income, EBITDA as a percent of sales, debt to EBITDA ratios (including but not limited to the ratio of total funded debt to four quarter EBITDA, as defined in loan covenants of the Company), net income, operating income, net income margin, return on net assets, return on total sales, return on common equity, return on total capital, or total shareholder return. The Committee may establish targets under one or more of the foregoing performance goals based on single year or multi year periods. In the case of Performance Stock Awards that are not intended to qualify for the exemption under Code Section 162(m), the Committee shall designate performance criteria from among the foregoing or such other business criteria as it shall determine in its sole discretion. In addition, performance goals may relate to attainment of specified objectives by the Participant or by the Company or an affiliate, including a division or a department of the Company or an affiliate, or upon any other factors or criteria as the Committee shall determine.
|
|
(ii)
|
Certification of Satisfaction of Performance Goals
. Following the completion of a period for which performance goals have been established, the Committee shall certify the extent to which such goals have been achieved. Such certification shall occur, and any applicable transfer of shares of Common Stock shall be made, as soon as practicable following the completion of the performance period, but no later than the 15
th
day of the third month of the calendar year after the calendar year in which such period ends.
|
|
(f)
|
Performance Stock Unit Awards
. A Performance Stock Unit shall entitle the Participant to receive a cash payment equal to the fair market value of a share of Common Stock of the Company as of the Vesting Date, if predetermined objectives are met. The “Vesting Date” shall be the last day of the performance period for which a performance goal is established. The maximum number of Performance Stock Units that may be granted to any Participant during any fiscal year of the Company is 200,000, subject to the adjustments provided in Article X, below.
|
|
(i)
|
Performance Goals
. The Committee shall establish one or more performance goals with respect to each grant of a Performance Stock Unit. The performance goals may be tailored to meet specific objectives. The performance criteria upon which payment or vesting of a Performance Stock Unit intended to qualify for the exemption under Code Section 162(m) will be based upon one or more of the following, whether in absolute, relative or comparative terms, as determined by the Committee: gross revenues, sales, net asset turnover, earnings per share, cash flow, cash flow from operations, return on investment in excess of cost of capital (i.e., net operating profit after taxes minus the Company’s capital charge), net operating profit after taxes as a percentage of the Company’s capital charge, operating profit or income, EBITDA as a percent of sales, debt to EBITDA ratios (including but not limited to the ratio of total funded debt to four quarter EBITDA, as defined in loan covenants of the Company), net income, operating income, net income margin, return on net assets, return on total sales, return on common equity, return on total capital, or total shareholder return. The Committee may establish targets under one or more of the foregoing performance goals based on single year or multi year periods. In the case of Performance Stock Units that are not intended to qualify for the exemption under Code Section 162(m), the Committee shall designate performance criteria from among the foregoing or such other business criteria as it shall determine in its sole discretion. In addition, performance goals may relate to attainment of specified objectives by the Participant or by the Company or an affiliate, including a division or a department of the Company or an affiliate, or upon any other factors or criteria as the Committee shall determine.
|
|
(ii)
|
Certification of Satisfaction of Performance Goals
. Following the completion of a period for which performance goals have been established, the Committee shall certify the extent to which such goals have been achieved. Such certification shall occur, and any applicable payments shall be made, as soon as practicable following the completion of the performance period, but no later than the 15
th
day of the third month of the calendar year after the calendar year in which such period ends.
|
|
(g)
|
Performance Unit Awards
. Performance Unit Awards entitle the participant to cash payments (or, at the election of the Committee, their equivalent in shares of Common Stock), if predetermined objectives are met. Because the payment of a Performance Unit Award is based on a predetermined cash amount, the value of each unit remains constant and does not fluctuate with changes in the market value of the Common Stock. The maximum amount that may be paid to any Participant in any fiscal year of the Company pursuant to an award of Performance Units shall be $500,000.00.
|
|
(i)
|
Performance Goals
. The Committee shall establish one or more performance goals with respect to each grant of a Performance Unit Award. The performance goals may be tailored to meet specific objectives. The performance criteria upon which payment or vesting of a Performance Unit Award intended to qualify for the exemption under Code Section 162(m) will be based upon one or more of the following, whether in absolute, relative or comparative terms, as determined by the Committee: gross revenues, sales, net asset turnover, earnings per share, cash flow, cash flow from operations, return on investment in excess of cost of capital (i.e., net operating profit after taxes minus the Company’s capital charge), net operating profit after taxes as a percentage of the Company’s capital charge, operating profit or income, EBITDA as a percent of sales, debt to EBITDA ratios (including but not limited to the ratio of total funded debt to four quarter EBITDA, as defined in loan covenants of the Company), net income, operating income, net income margin, return on net assets, return on total sales, return on common equity, return on total capital, or total shareholder return. The Committee may establish targets under one or more of the foregoing performance goals based on single year or multi year periods. In the case of Performance Unit Awards that are not intended to qualify for the exemption under Code Section 162(m), the Committee shall designate performance criteria from among the foregoing or such other business criteria as it shall determine in its sole discretion. In addition, performance goals may relate to attainment of specified objectives by the participant or by the Company or an affiliate, including a division or a department of the Company or an affiliate, or upon any other factors or criteria as the Committee shall determine.
|
|
(ii)
|
Certification of Satisfaction of Performance Goals
. Following the completion of a period for which performance goals have been established, the Committee shall certify the extent to which such goals have been achieved. Such certification shall occur, and any applicable payments shall be made, as soon as practicable following the completion of the performance period, but no later than the 15
th
day of the third month of the calendar year after the calendar year in which such period ends.
|
|
(a)
|
Determination of Performance Goals
. The performance goals pursuant to which an Award is made must be determined by a committee of the Board comprised solely of two or more "outside directors," as that term is defined under Code Section 162 and the regulations thereunder (the "Outside Directors Committee"). The Committee may serve as the Outside Directors Committee if it meets these requirements. The performance goals established by the Outside Directors Committee must be objective, and remuneration intended to be excepted under Code Section 162(m)(4)(C) must be contingent upon the attainment of the performance goals. Performance objectives may be established on a Company-wide basis or with respect to one or more business units, divisions or departments of the Company or subsidiaries; and either in absolute terms, relative to the performance of one or more similarly situated companies, or relative to the performance of an index covering a peer group of companies. When establishing performance objectives for a performance period, the Outside Directors Committee may exclude any or all "extraordinary items" as determined under U.S. generally accepted accounting principals including, without limitation, the charges or costs associated with restructurings of the Company, discontinued operations, other unusual or non-recurring items, and the cumulative effects of accounting changes, and as identified in the Company's financial statements and notes thereto or management's discussion and analysis of financial condition and results of operations contained in the Company's most recent annual report filed with the U.S. Securities and Exchange Commission pursuant to the Exchange Act;
provided
, that the Outside Directors Committee shall have no discretion with respect to any Award intended to qualify as "performance-based" compensation under Code Section 162(m) if the exercise of such discretion or the ability to exercise such discretion would cause such Award to fail to qualify as "performance-based" compensation under Code Section 162(m).
|
|
(b)
|
Approval of Performance Goals
. The material terms under which the remuneration is to be paid, including the performance goals, are disclosed to shareholders and approved by a majority of the vote in a separate shareholder vote before the payment of such remuneration.
|
|
(c)
|
Certification of Satisfaction of Performance Goals
. The Outside Directors Committee must certify that the performance goals and any other material terms and conditions were in fact satisfied.
|
|
(d)
|
Satisfaction of Code Section 162(m)
. In all other respects, the requirements of Code Section 162(m)(4)(C) and the regulations thereunder must be satisfied.
|
|
(b)
|
Any restrictions on shares of Restricted Stock shall lapse and the Participant’s designated beneficiary (or in the absence of such beneficiary, the Participant’s estate) shall be fully vested in the Restricted Stock.
|
|
(c)
|
Any restrictions on Cash-Settled Restricted Stock Units shall lapse, and the Participant’s designated beneficiary (or in the absence of such beneficiary, the Participant’s estate) shall receive a cash payment for each Cash-Settled Restricted Stock Unit equal to the fair market value per share of Common Stock on the NASDAQ Stock Market as of the date of the Participant’s death.
|
|
(d)
|
The Participant’s designated beneficiary (or in the absence of such beneficiary, the Participant’s estate) shall receive a prorated payout of any Performance Stock Awards, Performance Stock Unit Awards and Performance Unit Awards. The prorated payout shall be based upon the length of time that the Participant held such Awards prior to his or her death relative to the period for which performance is measured, and shall be determined as if the maximum performance objective had been attained. Such payment shall be made as soon as practicable following the Participant’s death, but no later than the 15
th
day of the third month of the calendar year after the calendar year in which the Participant’s death occurs.
|
|
(a)
|
Any unexpired and unexercised Options and/or Stock Appreciation Rights held by such Participant shall thereafter be fully exercisable (whether or not such Options or Stock Appreciation Rights were fully vested at the time the Participant became disabled) for a period of three years (except for incentive stock options, in which case the period shall be one year) immediately following the date of such termination of employment, or until the expiration of the Option or Stock Appreciation Right if shorter. The Participant's death at any time following such termination due to disability shall not affect the foregoing. In the event of termination due to disability, if an incentive stock option is exercised more than one year after such termination of employment (or such other time period as may apply under Section 422 of the Code), such Option shall thereafter be treated as a non-qualified stock option.
|
|
(b)
|
Any restrictions on shares of Restricted Stock shall lapse and the Participant shall be fully vested in the Restricted Stock.
|
|
(c)
|
Any restrictions on Cash-Settled Restricted Stock Units shall lapse, and the Participant shall receive a cash payment for each Cash-Settled Restricted Stock Unit equal to the fair market value per share of Common Stock on the NASDAQ Stock Market as of the date of the Participant’s termination of employment.
|
|
(d)
|
The Participant shall receive a prorated payout of any Performance Stock Awards, Performance Stock Unit Awards and Performance Unit Awards. The prorated payout shall be based upon the length of time that the Participant held such Awards prior to his or her termination of employment due to disability relative to the period for which performance is measured, and shall be determined as if the maximum performance objective had been attained. Such payment shall be made as soon as practicable following the Participant’s termination of employment, but no later than the 15
th
day of the third month of the calendar year after the calendar year in which the Participant terminates employment.
|
|
(a)
|
Any unexpired and unexercised Options and/or Stock Appreciation Rights held by such Participant shall immediately terminate. The death or disability of the Participant after such a termination of employment shall not renew the exercisability of any Option or Stock Appreciation Right.
|
|
(b)
|
All shares of Restricted Stock still subject to restriction shall be forfeited by the Participant, except the Committee shall have the discretion in whole or in part to waive any or all remaining restrictions with respect to any or all of such Participant's shares of Restricted Stock.
|
|
(c)
|
All Cash-Settled Restricted Stock Units still subject to restriction shall be forfeited by the Participant, except the Committee shall have the discretion in whole or in part to waive any or all remaining restrictions with respect to any or all of such Participant's Cash-Settled Restricted Stock Units.
|
|
(d)
|
All Performance Stock Awards, Performance Stock Unit Awards and Performance Unit Awards shall be forfeited by the Participant to the Company.
|
|
(a)
|
Any unexpired and unexercised Options and/or Stock Appreciation Rights held by such Participant shall thereupon terminate, except that any such Option or Stock Appreciation Right, to the extent vested on the date of the Participant's termination, may be exercised by the Participant for a period of three years (except for incentive stock options, in which case the period shall be (3) three months) immediately following the date of such termination of employment, or until the expiration of the Option or Stock Appreciation Right if shorter. The death or disability of the Participant after such a termination of employment shall not extend the time permitted to exercise an Option or Stock Appreciation Right.
|
|
(b)
|
All shares of Restricted Stock still subject to restriction shall be forfeited by the Participant, except the Committee shall have the discretion in whole or in part to waive any or all remaining restrictions with respect to any or all of such Participant's shares of Restricted Stock.
|
|
(c)
|
All Cash-Settled Restricted Stock Units still subject to restriction shall be forfeited by the Participant, except the Committee shall have the discretion in whole or in part to waive any or all remaining restrictions with respect to any or all of such Participant's Cash-Settled Restricted Stock Units.
|
|
(d)
|
The Participant shall receive a prorated payout of any Performance Stock Awards, Performance Stock Unit Awards and Performance Unit Awards if and when the performance goals are achieved. The prorated payout shall be based upon the length of time that the Participant held such Awards prior to his or her termination of employment relative to the period for which performance is measured, and the extent to which the performance goals are achieved as certified by the Committee. Such payment shall be made as soon as practicable following the completion of the of the period for which performance goals have been established, but no later than the 15
th
day of the third month of the calendar year after the calendar year in which such period ends.
|
|
(a)
|
the total number of shares reserved for issuance under this Plan, the number of shares covered by or subject to each outstanding Award, the number of outstanding Cash-Settled Restricted Stock Units and the number of outstanding Performance Stock Units, shall be adjusted so that the aggregate consideration payable to the Company, if any, and the value of each such Award shall not be changed; and
|
|
(b)
|
the maximum number of Options, Stock Appreciation Rights, Performance Stock Units and shares of Performance Stock that may be granted to any Participant in any fiscal year of the Company shall be proportionately adjusted to reflect the increase or decrease in the issued shared of Common Stock.
|
|
(a)
|
no action authorized by this Article shall reduce the amount of any existing Award or change the terms and conditions thereof without the Participant's consent; and
|
|
(b)
|
no amendment of the Plan shall, without the approval of the Company's shareholders, (i) increase the total number of shares of Common Stock that may be issued under the Plan or increase the amount or type of Awards that may be granted under the Plan; (ii) change the minimum purchase price, if any, of shares of Common Stock that may be made subject to Awards under the Plan; (iii) modify the requirements as to eligibility for an Award under the Plan; (iv) extend the term of the Plan; or (v) constitute a material revision of the Plan under the listing standards of the NASDAQ Stock Market (or such other listing standards then applicable to the Company).
|
|
(a)
|
if the prior Award to which such shares were subject lapses, expires or terminates without the issuance of such shares; or
|
|
(b)
|
shares issued pursuant to an Award are reacquired by the Company pursuant to rights reserved by the Company upon the issuance of such shares; provided, that shares reacquired by the Company may only be subject to new Awards if the Participant received no benefit of ownership from the shares.
|
|
(a)
|
Lapse of Restrictions
. The Board shall establish the conditions under which the restrictions applicable to shares of Restricted Stock shall lapse. Lapse of the restrictions may be conditioned upon the Participant’s continued service on the Board for a specified period of time or any other factors as the Board deems appropriate.
|
|
(b)
|
Rights of Holder of Restricted Stock
. Except for the restrictions on transfer and risk of forfeiture, the Participant shall have, with respect to shares of Restricted Stock, all of the rights of a shareholder of Common Stock, including, if applicable, the right to vote the shares and the right to receive any cash or stock dividends. Unless otherwise determined by the Board and subject to the terms of the Plan, cash or stock dividends on shares of Restricted Stock shall be payable to the Participant as they are paid by the Company, even if the restrictions on the shares to which such dividends relate have not yet lapsed. Cash dividends, if deferred, shall be paid with an appropriate rate of interest, as determined by the Board.
|
|
(c)
|
Certificates
. The Company may require that the certificates evidencing shares of Restricted Stock be held by the Company until the restrictions thereon have lapsed. If and when such restrictions lapse, certificates for such shares shall be delivered to the Participant. Such shares may have further restrictions on transfer if they have not been registered under the Exchange Act, but shall no longer be subject to a substantial risk of forfeiture.
|
|
(a)
|
is recommended by the Company to be re-elected to the Board and fails to be re-elected by the shareholders of the Company to the Board in that election; or
|
|
(b)
|
is prohibited from serving on the Board by any court of competent jurisdiction or other government authority, or in the discretion of the Board is no longer competent to serve on the Board due to the Participant’s violation of state or federal securities law or other rule of the NASDAQ Stock Market (or such other listing standards then applicable to the Company).
|
|
(a)
|
the total number of shares reserved for issuance under this Plan and the number of shares subject to each outstanding Option shall be adjusted so that the aggregate consideration payable to the Company, if any, and the value of each such Option shall not be changed; and
|
|
(b)
|
the number of outstanding Cash-Settled Restricted Stock Units shall be adjusted in the same manner as shares of Common Stock are adjusted by the underlying transaction.
|
|
(a)
|
no action authorized by this Article shall reduce the amount of any existing Option, Restricted Stock award or Cash-Settled Restricted Unit Award or change the terms and conditions thereof without the Participant’s consent; and
|
|
(b)
|
no amendment of the Plan shall, without the approval of the Company’s shareholders, (i) increase the total number of shares of Common Stock that may be issued under the Plan or increase the amount or type of Option that may be granted under the Plan or increase the amount of Restricted Stock that may be awarded under the Plan; (ii) change the minimum purchase price, if any, of shares of Common Stock that may be made subject to Options under the Plan; (iii) modify the requirements as to eligibility for an Option under the Plan; (iv) extend the term of the Plan; or (v) constitute a material revision of the Plan requiring shareholder approval under the listing standards of the NASDAQ Stock Market (or such other listing standards then applicable to the Company).
|
A.O. Smith Corporation
|
American Greetings
|
Abbott Laboratories
|
American International Group
|
Abercrombie & Fitch
|
American Power Conversion Corporation
|
ABM Industries, Inc.
|
America Online
|
Accenture
|
Amerigroup Corporation
|
Accredo Health, Inc.
|
AmerisourceBergen
|
ACH Food
|
Amerus Group Company
|
Acuity Brands, Inc.
|
Amgen, Inc.
|
Adobe Systems, Inc.
|
Amphenol Corporation
|
Advanced Medical Optics
|
Amplifon USA
|
Advanced Micro Devices
|
AMR Corporation
|
The AES Corporation
|
Amsouth Bancorporation
|
Aerojet
|
Anadarko Petroleum Corporation
|
Aetna, Inc.
|
Analog Devices
|
Affiliated Computer Services
|
Andersons, Inc.
|
Agere Systems, Inc.
|
Angiotech Pharmaceuticals
|
Agilent Technologies, Inc.
|
Anheuser-Busch Companies, Inc.
|
Agrium U.S.
|
Ann Taylor Stores Corporation
|
AIMCO Properties LP
|
Aon Corporation
|
Air Products & Chemicals, Inc.
|
APAC Customer Services
|
Airgas, Inc.
|
Apache Corporation
|
AK Steel Holding Corporation
|
Apple Computer
|
Alaska Air Group, Inc.
|
Applera Corporation
|
Alberto-Culver Company
|
Appleton Papers
|
Alcoa, Inc.
|
Applied Industrial Technologies, Inc.
|
Alcon Laboratories
|
Applied Materials, Inc.
|
Alexander & Baldwin, Inc.
|
ARAMARK
|
Allegheny Energy, Inc.
|
Arctic Cat
|
Allergan, Inc.
|
Armstrong World Industries
|
Allete, Inc.
|
Arrow Electronics, Inc,
|
Alliance One International, Inc.
|
Arthur J Gallagher & Company
|
Alliant Techsystems, Inc.
|
ArvinMeritor
|
Allied Waste Industries, Inc.
|
Arysta LifeScience North America
|
Allstate Corporation
|
Ashland, Inc.
|
Alstom Power
|
AstraZeneca
|
Altana Pharma
|
A.T. Cross
|
Alticor
|
AT&T Wireless Services, Inc.
|
Altria Group, Inc.
|
Atmel Corporation
|
Ambac Financial Group
|
Audiovox Corporation
|
AMC Entertainment, Inc.
|
Autoliv, Inc.
|
American Axle & Manufacturing Holdings
|
Automatic Data Processing
|
American Eagle Outfitters, Inc.
|
Autonation, Inc.
|
American Express Company
|
Autozone, Inc.
|
American Financial Group, Inc
|
Avaya, Inc.
|
Avery Dennison Corporation
|
Brown-Forman
|
Avis Budget Group
|
Brunswick Corporation
|
Avnet, Inc.
|
Building Materials Holding Corporation
|
Avon Products
|
Bunge
|
BAE Systems
|
Burger King
|
BAE Systems – CNI Division
|
Burlington Northern Santa Fe
|
Baker Hughes, Inc.
|
C H Robinson Worldwide, Inc.
|
Ball
|
C R Bard, Inc.
|
Bank of America Corporation
|
CA, Inc.
|
Bank of New York Company, Inc.
|
Cabot Corporation
|
Banknorth Group, Inc.
|
Cadbury-Schweppes North America
|
Barnes & Noble, Inc.
|
Caesars Entertainment, Inc.
|
Barrick Gold of North America
|
Callaway Golf
|
Barr Laboratories
|
Calpine Corporation
|
Batelle Memorial Institute
|
Cameron International Corporation
|
Bausch & Lomb, Inc.
|
Campbell Soup Company
|
Baxter International, Inc.
|
Canon USA
|
Bayer CropScience
|
Capital One Financial Corporation
|
BB&T Corporation
|
Cardinal Health, Inc.
|
Bear Stearns Companies, Inc.
|
Career Education Corporation
|
Bearingpoint, Inc.
|
Carestream Health
|
Beckman Coulter, Inc.
|
Cargill
|
Becton Dickinson & Company
|
Carlisle Companies, Inc.
|
Bed Bath & Beyond, Inc.
|
Carpenter Technology
|
Bell Microproducts, Inc.
|
Caterpillar, Inc.
|
Belo Corporation
|
CBRL Group, Inc.
|
Benjamin Moore
|
CDW Corporation
|
Best Buy Company, Inc.
|
Celestica
|
BIC
|
Celgene
|
Big Lots, Inc.
|
Cellstar Corporation
|
Biomet, Inc.
|
Cenveo, Inc.
|
BJ Services Company
|
Cephalon
|
Black & Decker Corporation
|
Ceridian Corporation
|
Blockbuster
|
CGI
|
BMC Software, Inc.
|
CHS
|
Bob Evans Farms
|
CH2M Hill Companies, Ltd.
|
Boehringer Ingelheim
|
Charles Schwab Corporation
|
Boeing
|
Charter Communications, Inc.
|
Booz, Allen & Hamilton
|
Charter One Financial, Inc.
|
Boston Scientific Corporation
|
Chemtura Corporation
|
Bovis Lend Lease
|
Chesapeake
|
Bowater, Inc.
|
Chevron Corporation
|
Bracco Diagnostics
|
Chiron Corporation
|
Brady
|
Chiquita Brands
|
Briggs & Stratton
|
Chubb Corporation
|
Brightpoint, Inc.
|
Ciba Specialty Chemicals
|
Brinks Company
|
Cincinnati Bell, Inc.
|
Bristol-Myers Squibb Company
|
Cincinnati Financial Corporation
|
Broadcom Corporation
|
Cinergy Corporation
|
Brown Shoe Company, Inc.
|
Cintas Corporation
|
Cisco Systems, Inc.
|
Darden Restaurants, Inc.
|
CIT Group, Inc.
|
Davita, Inc.
|
CITGO Petroleum
|
Dean Foods Company
|
Citigroup, Inc.
|
Deere & Company
|
CKE Restaurants, Inc.
|
Del Monte Foods Company
|
Clarke American Checks
|
Dell, Inc.
|
Clayton Homes, Inc.
|
Delphi Corporation
|
Clear Channel Communications
|
Delta Air Lines, Inc.
|
Clorox Company
|
Dentsply International, Inc.
|
COACH
|
Devon Energy Corporation
|
Coca-Cola Company
|
Diageo North America
|
Coca-Cola Enterprises, Inc.
|
Dial Corporation
|
Colgate-Palmolive Company
|
Dillards, Inc.
|
Collins Aikman Corporation
|
DIRECTV
|
Combe
|
Discovery Communications
|
Comerica, Inc.
|
Dollar General Corporation
|
Comfort Systems USA
|
Dollar Thrifty Automotive Group
|
Commercial Metals
|
Dollar Tree Stores, Inc.
|
Community Health Systems, Inc.
|
Donaldson
|
Compass Bancshares, Inc.
|
Dover Corporation
|
Compuware Corporation
|
Dow Chemical
|
ConAgra Foods
|
Dow Jones & Co., Inc.
|
Connell
|
DPL, Inc.
|
ConocoPhillips
|
Duane Reade, Inc.
|
CONSOL Energy, Inc.
|
Dun & Bradstreet Corporation
|
Consolidated Edison, Inc.
|
DuPont
|
CONSTAR International
|
Dura Automotive Systems
|
Constellation Brands
|
Dynea USA
|
Constellation Energy Group, Inc.
|
Dynegy, Inc.
|
Continental Automotive Systems
|
E I Du Pont De Nemours
|
Con-Way, Inc.
|
E Trade Financial Corporation
|
Cooper Tire & Rubber Company
|
Earthlink, Inc.
|
Corning, Inc.
|
Eastman Chemical Company
|
Corporate Express
|
Eastman Kodak Company
|
Costco Wholesale Corporation
|
Eaton Corporation
|
Countrywide Financial Corporation
|
ebay, Inc.
|
Cox Communications, Inc.
|
Ecolab, Inc.
|
Cox Enterprises
|
EDO
|
Crane Company
|
EDS
|
Crown Castle
|
Edison International
|
CSX
|
eFunds
|
Cubic
|
EGL, Inc.
|
Cummins, Inc.
|
Eisai
|
Cushman & Wakefield
|
El Paso Corporation
|
Cytec Industries, Inc.
|
Electronic Arts, Inc.
|
D & K Healthcare Resources, Inc.
|
Electronic Data Systems Corporation
|
Dade Behring Holdings, Inc.
|
Electronics Boutique Holdings Company
|
DaimlerChrysler
|
Eli Lilly & Company
|
Dana Corporation
|
Embarq
|
Danaher Corporation
|
EMC Corporation
|
EMCOR Group, Inc.
|
Freeport-McMoRan Copper & Gold
|
Emerson
|
Freightliner
|
Enbridge Energy Partners
|
Frontier Oil Corporation
|
EnCana Oil & Gas USA
|
Furniture Brands International, Inc.
|
Energizer Holdings, Inc.
|
Gannett Company
|
Energy East Corporation
|
Gap, Inc.
|
Engelhard Corporation
|
Gateway, Inc.
|
Enterprise Products Partners LP
|
GATX Corporation
|
EOG Resources, Inc.
|
Gencorp, Inc.
|
Equifax, Inc.
|
Genentech
|
Equity Office Properties Trust
|
General Cable Corporation
|
Equity Residential
|
General Dynamics Corporation
|
Essilor of America
|
General Electric Company
|
EW Scripps
|
General Growth Properties, Inc.
|
Exelon Corporation
|
General Mills, Inc.
|
Exide Technologies
|
General Motors Corporation
|
Expeditors International of Washington, Inc.
|
Genuine Parts Company
|
Experian Americas
|
Genzyme Corporation
|
Express Scripts, Inc.
|
Georgia Gulf Corporation
|
Expressjet Holdings, Inc.
|
Georgia-Pacific Corporation
|
Fairchild Controls
|
Getty Images
|
Fairchild Semiconductor International
|
Gilead Sciences
|
Family Dollar Stores
|
Gillette Company
|
Fannie Mae
|
G&K Services
|
FANUC Robotics America
|
GlaxoSmithKline
|
Federal Signal Corporation
|
Global Crossing
|
Federated Department Stores
|
Golden West Financial Corporation
|
FedEx Corporation
|
Goldman Sachs Group, Inc.
|
Ferrero USA
|
Goodrich Corporation
|
Ferro Corporation
|
Goodyear Tire & Rubber Company
|
Fidelity National Financial, Inc.
|
Goodys Family Clothing, Inc.
|
Fifth Third Bancorp
|
Gorton’s
|
First American Corporation
|
Great Lakes Chemical Corporation
|
First Data Corporation
|
Greif, Inc.
|
First Horizon National Corporation
|
Grey Global Group, Inc.
|
Fiserv, Inc.
|
Griffon Corporation
|
Fisher Scientific International, Inc.
|
GTECH
|
FleetBoston Financial Corporation
|
Guidant Corporation
|
Fleetwood Enterprises
|
Guitar Center, Inc.
|
Flowserve Corporation
|
H & R Block, Inc.
|
Fluor
|
H B Fuller Company
|
FMC Corporation
|
H J Heinz Company
|
Foamex International, Inc.
|
Halliburton Company
|
Foot Locker, Inc.
|
Handleman Company
|
Ford Motor Company
|
Hanover Insurance Group, Inc.
|
Forest Laboratories
|
Harley-Davidson
|
Fortune Brands
|
Harleysville Group, Inc.
|
Foster Wheeler
|
Harman International Industries
|
FPL Group, Inc.
|
Harrahs Entertainment, Inc.
|
Freds, Inc.
|
Harris Corporation
|
Harsco
|
Intuit, Inc.
|
Hartford Financial Services
|
Invacare Corporation
|
Hasbro, Inc.
|
Invitrogen
|
Hawaiian Electric Industries
|
Iron Mountain, Inc.
|
Hayes Lemmerz
|
Irving Oil
|
H.B. Fuller
|
Itochu International
|
HBO
|
ITT Industries, Inc.
|
HCA, Inc.
|
IVAX Corporation
|
Health Net, Inc.
|
J C Penney Company
|
Henkel
|
JM Family
|
Henry Schein, Inc.
|
J.M. Smucker Company
|
H Enterprises International
|
Jack in the Box, Inc.
|
Hercules, Inc.
|
Jacobs Engineering Group, Inc.
|
Herman Miller, Inc.
|
Jarden
|
Hershey Foods
|
JB Hunt Transportation Services, Inc.
|
Hess Corporation
|
Jefferson-Pilot Corporation
|
Hewlett-Packard Company
|
John Hancock Financial Services
|
Hibernia Corporation
|
Johns-Manville
|
High Liner Foods USA
|
Johnson Controls
|
Hillenbrand Industries
|
Johnson & Johnson
|
Hilton Hotels
|
Joy Global, Inc.
|
HNI
|
JP Morgan Chase & Company
|
HNTB
|
J.R. Simplot
|
Hoffman-La Roche
|
Kaman Industrial Technologies
|
Home Depot, Inc.
|
KB Home
|
Honeywell International, Inc.
|
Kellogg Company
|
Hormel Foods Corporation
|
Kellwood Company
|
Hospira
|
Kelly Services
|
Hovnanian Enterprises, Inc.
|
Kennametal, Inc.
|
Hubbell, Inc.
|
Keycorp
|
Huntington Bancshares
|
Kimberly-Clark Corporation
|
Hyatt Hotels
|
King Pharmaceuticals
|
JAC/Interactivecorp
|
KLA-Tencor Corporation
|
IBM
|
Knight-Ridder, Inc.
|
IDEX
|
Koch Industries
|
IDT Corporation
|
Kohler
|
IKON Office Solutions
|
Kohl’s Corporation
|
IMS Health, Inc.
|
Kroger Company
|
Ingersoll-Rand
|
L-3 Communications Holdings, Inc.
|
Ingram Micro, Inc.
|
Laboratory Corporation of American Holdings
|
Insight Enterprises, Inc.
|
Lafarge North America
|
Instituform Technologies
|
Land O’Lakes
|
Integrated Electrical Services
|
Landstar System, Inc.
|
Intel Corporation
|
La-Z-Boy, Inc.
|
InterContinental Hotels
|
Lear Corporation
|
International Business Machines Corporation
|
Leggett and Platt
|
International Flavors & Fragrances
|
Legg Mason, Inc.
|
International Game Technology
|
Lehman Brothers Holdings, Inc.
|
International Paper
|
Lennox International, Inc.
|
Interpublic Group of Companies
|
Level 3 Communications
|
Lexmark International, Inc.
|
Micron Technology, Inc.
|
Liberty Capital
|
Milacron
|
Lincoln National Corporation
|
Millennium Chemicals, Inc.
|
Lithia Motors, Inc.
|
Millenium Pharmaceuticals
|
Lockheed Martin Corporation
|
Millapore
|
Longs Drug Stores Corporation
|
Molson Coors Brewing Company
|
Lorillard
|
Monsanto
|
Louisiana-Pacific Corporation
|
Mony Group, Inc.
|
Lowe’s Companies, Inc.
|
Moody’s Corporation
|
LSI Logic Corporation
|
Morgan Stanley
|
L-3 Communications
|
Mosaic
|
Lubrizol Corporation
|
Motorola, Inc.
|
Lucent Technologies, Inc.
|
MSC Industrial Direct
|
Lyondell Chemical Company
|
Murphy Oil Corporation
|
Macy’s
|
National City Corporation
|
Magellan Health Services, Inc.
|
National Fuel Gas Company
|
Magellan Midstream Partners
|
National Semiconductor Corporation
|
Makino
|
National Starch & Chemical
|
Manitowoc Company
|
Navistar International Corporation
|
Manor Care, Inc.
|
NCR Corporation
|
Manpower, Inc.
|
NCS Pearson
|
Marathon Oil Corporation
|
Neighborcare, Inc.
|
Marriott International, Inc.
|
Neiman Marcus Group, Inc.
|
Marsh & McLennan Companies
|
Nestle USA
|
Marshall & Ilsley Corporation
|
New Jersey Resources Corporation
|
Martin Marietta Materials
|
New York Times Company
|
Mary Kay
|
Newell Rubbermaid, Inc.
|
Masco
|
Newmont Mining Corporation
|
Massey Energy Company
|
Nike, Inc.
|
Mattel, Inc.
|
Nisource, Inc.
|
Maxtor Corporation
|
Nokia
|
May Department Stores Company
|
Norcal Waste Systems
|
McDonald’s Corporation
|
Nordstrom, Inc.
|
McGraw-Hill Companies
|
Norfolk Southern Corporation
|
Mckesson Corporation
|
Nortel Networks
|
MDC Holdings, Inc.
|
North Fork Bancorporation
|
MDS Pharma Services
|
Northern Trust Corporation
|
MDU Resources Group, Inc.
|
Northrop Grumman
|
MeadWestaco
|
Northwest Airlines
|
Medco Health Solutions
|
Novartis
|
Media General
|
Novartis Consumer Health
|
MedImmune
|
Novartis Pharamceuticals
|
Medtronic, Inc.
|
Novo Nordisk Pharmaceuticals
|
Mellon Financial Corporation
|
NSTAR
|
Merck & Company
|
Nucor Corporation
|
Mercury General Corporation
|
NVIDIA Corporation
|
Meritage Homes Corporation
|
NVR, Inc.
|
Metlife, Inc.
|
O’Reilly Automotive, Inc.
|
MGM Mirage
|
Occidental Petroleum Corporation
|
Michaels Stores, Inc.
|
Office Depot, Inc.
|
OfficeMax, Inc.
|
Praxair, Inc.
|
Ohio Casualty Corporation
|
Precision Castparts Corporation
|
Old Republic International Corporation
|
Premcor, Inc.
|
Olin Corporation
|
Pride International, Inc.
|
Omnicare, Inc.
|
Primus Telecomm Group, Inc.
|
Omnova Solutions
|
Priority Healthcare Corporation
|
Oneok, Inc.
|
Procter & Gamble Company
|
Oracle Corporation
|
ProQuest
|
Owens & Minor, Inc.
|
Protective Life Corporation
|
Owens Corning
|
Prudential Financial, Inc.
|
Owens-Illinois, Inc.
|
Public Service Enterprise Group, Inc.
|
Oxford Health Plans, Inc.
|
Pulte Homes, Inc.
|
Paccar, Inc.
|
Purdue Pharma
|
Packaging Corporation of America
|
Qualcomm, Inc.
|
Pall Corporation
|
Quest Diagnostics, Inc.
|
Panasonic of North America
|
Questar Corporation
|
Pantry, Inc.
|
Quintiles
|
Parker-Hannifin Corporation
|
Qwest Communications
|
Parsons
|
Radian Group, Inc.
|
Pathmark Stores, Inc.
|
Radioshack Corporation
|
Payless Shoesource, Inc.
|
Ralcorp Holdings, Inc.
|
PC Connection, Inc.
|
Readers Digest Association
|
Peabody Energy Corporation
|
Reebok International, Ltd.
|
Pentair, Inc.
|
Regions Financial Corporation
|
Pep Boys-Manny Moe & Jack
|
Regis Corporation
|
Pepsi Bottling Group, Inc.
|
Respironics
|
Pepsico, Inc.
|
Revlon, Inc.
|
Performance Food Group Company
|
Reynolds American
|
PerkinElmer, Inc.
|
Rich Products
|
Pernod Ricard USA
|
Rio Tinto
|
Perot Systems Corporation
|
RISO
|
PETCO Animal Supplies, Inc.
|
Rite Aid Corporation
|
PetSmart, Inc.
|
Robert Bosch
|
Pfizer, Inc.
|
Roche Palo Alto
|
PG&E Corporation
|
Rock-Tenn Company
|
Pharmion
|
Rockwell Automation
|
Phillips-Van Heusen Corporation
|
Rockwell Collins, Inc.
|
Phoenix Companies, Inc.
|
Rohm and Haas Company
|
Pier I Imports, Inc.
|
RPM International, Inc.
|
Pitney Bowes, Inc.
|
Ryder System, Inc.
|
Plexus
|
Sabre Holdings Corporation
|
Plum Creek Timber Co., Inc.
|
Safeguard Scientifics, Inc.
|
PMA Capital Corporation
|
SAIC
|
PNC Financial Services Group, Inc.
|
Sanmina-Sci Corporation
|
PNM Resources, Inc.
|
Sanofi-Aventis
|
Polo Ralph Lauren Corporation
|
Sara Lee Corporation
|
PolyOne Corporation
|
Schering-Plough
|
Potlatch Corporation
|
Schneider Electric
|
Powerwave Technologies
|
Scholastic Corporation
|
PPG Industries, Inc.
|
Schwan’s
|
S.C. Johnson
|
Stryker Corporation
|
Scotts Miracle-Gro Company
|
Sun Healthcare Group, Inc.
|
Seagate Technology
|
Sun Microsystems, Inc.
|
Sears Roebuck & Company
|
SunGard Data Systems, Inc.
|
Securitas Security Services USA
|
Sunoco, Inc.
|
Selective Insurance Group, Inc.
|
SunTrust Banks, Inc.
|
Sempra Energy
|
Supervalu, Inc.
|
SENCORP
|
Sybron Dental Specialties
|
Sensata Technologies
|
Symantec Corporation
|
Sequa Corporation
|
Symbol Technologies
|
Service Corporation International
|
Sysco Corporation
|
7-Eleven
|
Systemax, Inc.
|
Shaw Group, Inc.
|
TAP Pharmaceuticals
|
Sherwin-Williams Company
|
Target Corporation
|
Shopko Stores, Inc.
|
Tech Data Corporation
|
Siemens
|
Teco Energy, Inc.
|
Sierra Health Services
|
Tektronix
|
Sierra Pacific Resources
|
Teleflex, Inc.
|
Sigma-Aldrich Corporation
|
Telephone & Data Systems, Inc.
|
Sirius Satellite Radio
|
TeleTech Holdings
|
SIRVA, Inc.
|
Tenneco, Inc.
|
SLM Corporation
|
Terex
|
Smithfield Foods, Inc.
|
Terra Industries
|
Smurfit-Stone Container
|
Tesoro Corporation
|
Snap-On, Inc.
|
Texas Instruments, Inc.
|
Sodexho
|
Textron, Inc.
|
Solectron Corporation
|
Thermo Electron Corporation
|
Solutia, Inc.
|
Thomas & Betts Corporation
|
Sonic Automotive, Inc.
|
3M
|
Sonoco Products Company
|
Tiffany & Company
|
Southern Company
|
Time Warner, Inc.
|
Southern Union Company
|
Time Warner Cable
|
Southtrust Corporation
|
Timken Company
|
Southwest Airlines
|
Titan Corporation
|
Spartan Stores, Inc.
|
Toll Brothers, Inc.
|
Spherion Corporation
|
Toro
|
Sports Authority
|
Torchmark Corporation
|
Sprint Nextel Corporation
|
Toys R Us, Inc.
|
St. Joe Company
|
Tractor Supply Company
|
St. Jude Medical, Inc.
|
Trane
|
St. Paul Travelers Companies, Inc.
|
Trans World Entertainment Corporation
|
Stancorp Financial Group, Inc.
|
Triad Hospitals, Inc.
|
Stanley Works
|
Tribune Company
|
Staples
|
Trinity Industries
|
Starbucks Corporation
|
Tupperware
|
Stanwood Hotels & Resorts Worldwide
|
Tyco Electronics
|
State Street Corporation
|
Tyco Healthcare
|
Steelcase
|
U S Bancorp
|
Stein Mart, Inc.
|
UCB
|
Stewart Information Services
|
UGI Corporation
|
Unilever United States
|
Watson Pharmaceuticals, Inc.
|
Union Pacific Corporation
|
Wayne Farms
|
Unisys Corporation
|
WCI Communities, Inc.
|
United Airlines
|
Wellchoice, Inc.
|
United Natural Foods, Inc.
|
Wellpoint, Inc.
|
United Parcel Service, Inc.
|
Wells Fargo & Company
|
United Rentals
|
Wendy’s International
|
United States Cellular
|
Werner Enterprises, Inc.
|
United States Steel Corporation
|
Wesco International, Inc.
|
United Technologies Corporation
|
Westcorp
|
UnitedHealth Group, Inc.
|
Western Digital Corporation
|
Unitrin, Inc.
|
Western Gas Resources, Inc.
|
Universal Corporation
|
Western Union
|
Universal Health Services
|
Westinghouse Savannah River
|
URS Corporation
|
Weyerhaeuser Company
|
US Airways Group, Inc.
|
WGL Holdings, Inc.
|
USEC, Inc.
|
Whirlpool
|
USG
|
Williams Companies, Inc.
|
UTStarcom, Inc.
|
Williams-Sonoma, Inc.
|
Valero Energy Corporation
|
Winn-Dixie Stores, Inc.
|
Vanguard Health Systems, Inc.
|
Winnebago Industries
|
Velmont Industries
|
Wisconsin Energy Corporation
|
Verizon
|
Wm. Wrigley Jr. Company
|
Verizon Wireless
|
World Fuel Services Corporation
|
VF Corporation
|
WPS Resources Corporation
|
Viacom
|
W.R. Grace
|
Viad
|
W.W. Grainger
|
Visteon Corporation
|
Wyeth
|
Vornado Realty Trust
|
Wyndham Worldwide
|
Vulcan Materials Company
|
Xerox
|
W W Grainger. Inc.
|
XTO Energy, Inc.
|
Wachovia Corporation
|
Yahoo, Inc.
|
Walgreen Company
|
York International Corporation
|
Wal-Mart Stores
|
Yum! Brands, Inc.
|
Walt Disney Company
|
Zimmer Holdings, Inc.
|
Warnaco Group, Inc.
|
Zions Bancorporation
|
Washington Group International, Inc.
|
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Washington Mutual, Inc.
|
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