CL » Topics » Designated Executives

This excerpt taken from the CL DEF 14A filed Mar 31, 2006.
Designated Executives

       Long-Term Global Growth Program. Restricted stock awards under the Long-Term Global Growth Program for Designated Executives1 are granted based on the extent to which the Company achieves targeted levels of growth in compounded annual net sales and earnings-per-share over a three-year measurement period.


1 For purposes of the Long-Term Global Growth Program, the term “Designated Executives” includes the executive officers listed as Designated Executives in the “Annual Performance-Based Incentives—Cash Bonus” section above, other than those executives who retired before year-end 2005, as well as certain Division Presidents.

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       Each year a Designated Executive is assigned a threshold, target and maximum award opportunity that is realizable to the extent the Company meets or exceeds the targeted net sales and earnings-per-share growth over the following three years. The target award opportunities are set in dollars as a percentage of salary, except for the Chief Executive Officer's target, which is expressed as a specific number of shares of Common Stock.

       At the end of the measurement period, to the extent the performance targets are met, awards are made in the form of restricted stock units based on the fair market value of the Common Stock on the date of the award. If performance falls below a certain level, no awards are made. As noted, these awards generally vest after three years and are conditioned on the employee's continued employment by the Company. Grants of awards are subject to the discretion of the P&O Committee.

       Sales and earnings-per-share growth over the 2003 through 2005 measurement period fell below the applicable goals. Accordingly, awards to Designated Executives under the Long-Term Global Growth Program for 2005 were well below target.

       Restricted Stock Award Program. Restricted stock awards under the Restricted Stock Award Program that complements the stock option program are granted to Designated Executives based on factors similar to those used to determine salary and bonus, including a review of the practices of the Comparison Group. As with stock option awards, actual awards may vary from the target based on individual performance, business unit performance or the assumption of increased responsibilities. The 2005 awards to Designated Executives as a group were slightly above the Company's target award levels.

   

This excerpt taken from the CL DEF 14A filed Mar 30, 2005.
Designated Executives

       Long-Term Global Growth Program. Restricted stock awards under the Long-Term Global Growth Program for Designated Executives1 are granted based on the extent to which the Company achieves targeted levels of growth in compounded annual net sales and earnings-per-share over a three-year measurement period.

       Each year a Designated Executive is assigned a threshold, target and maximum award opportunity that is realizable to the extent the Company meets or exceeds the targeted net sales and earnings-per-share growth over the following three years. The target award opportunities are set in dollars as a percentage of salary, except for the Chief Executive Officer's target, which is expressed as a specific number of shares of Common Stock.

       At the end of the measurement period, to the extent the performance targets are met, awards are made in the form of restricted stock units based on the fair market value of the Common Stock on the date of the award. If performance falls below a certain level, no awards are made. As noted, these awards generally vest after three years and are conditioned on the employee's continued employment by the Company. Grants of awards are subject to the discretion of the P&O Committee.

       Sales and earnings-per-share growth over the 2002 through 2004 measurement period fell below the applicable goals. Accordingly, awards to Designated Executives under the Long-Term Global Growth


1 For purposes of the Long-Term Global Growth Program, the term “Designated Executives” includes the executive officers listed as Designated Executives in the “Annual Performance-Based Incentives—Cash Bonus” section above as well as certain Division Presidents.

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Program for 2004 were below target. Awards for Designated Executives as a group were down 37% compared to the previous year.

       Restricted Stock Award Program. Restricted stock awards under the Restricted Stock Award Program that complements the stock option program are granted to Designated Executives based on factors similar to those used to determine salary and bonus, including a review of the practices of the Comparison Group. As with stock option awards, actual awards may vary from the target based on individual performance, business unit performance or the assumption of increased responsibilities. The first awards under this program were made in September 2004 and included one award based on 2004 guidelines and one award reflecting reduced stock option awards in 2003. These awards to Designated Executives as a group were slightly above the Company's target award levels.

   

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