Lexmark 2012 Annual Report Download - page 165

1.4 Employment Policies. The employment relationship between the parties shall also be governed by the general employment policies and practices of
the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement
differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.
2. COMPENSATION
2.1 Base Salary. Executive shall receive for services to be rendered hereunder base salary at an annual rate of $ ,000 ($ per month)
payable on the regular payroll dates of the Company, less standard deductions and withholdings. Such annual base salary shall be reviewed and considered
for increase by the [Compensation and Pension Committee of the Board in consultation with the] Chief Executive Officer of Lexmark [in consultation with the
Chief Executive Officer of the Company], within [its][his] sole discretion, not less than annually. Upon extraordinary performance, revenue growth or
profitability by the Company, as determined solely and exclusively by the [Compensation and Pension Committee of the Board in consultation with the] Chief
Executive Officer of Lexmark [in consultation with the Chief Executive Officer of the Company], Executive shall receive an appropriate increase in Executive’s
annual base salary.
2.2 Bonus. Executive shall receive annual incentive bonus compensation for the Company’s fiscal year ending June 30, 2010, in accordance with the
Company’s Executive Bonus Plan, existing as of the Effective Date. Commencing with the fiscal year 2011 performance period, Executive shall receive an
annual incentive bonus award of up to % of Executive’s annual base salary, in accordance with an amended and restated Executive Bonus Plan to be
adopted by the Compensation and Pension Committee of the Board in consultation with the Chief Executive Officer of Lexmark, and which may be amended
from time to time. The annual incentive bonus award shall be determined by the Compensation and Pension Committee of the Board based on annual
objectives established by Lexmark and approved by the Compensation and Pension Committee of the Board. If all annual objectives are achieved at target, the
annual incentive bonus award shall be % of Executive’s annual base salary. The annual incentive bonus award shall be paid, less standard
deductions and withholding, to Executive as soon as reasonably practicable after the Compensation and Pension Committee of the Board certifies the financial
results, provided, however, no such payment shall be made later than 2-1/2 months after the end of the calendar year immediately following the end of the
performance period. For purposes of this Agreement, the three year Perceptive Software, Inc. Incentive Compensation Program and the Award Agreement thereto
(collectively, the “Incentive Program”), as well as any stock option or restricted stock unit grants are not included in the definition of Executive Bonus Plan.
2.3 Standard Company Benefits. Executive shall be entitled to all rights and benefits for which Executive is eligible under the terms and conditions
of the standard Company benefits and compensation practices that may be in effect from time to time and are provided by the Company to its executive
employees generally.