DuPont 2008 Annual Report Download - page 51

Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information with respect to this Item is incorporated herein by reference to the Proxy. Information related to directors
is included within the section entitled, “Election of Directors.” The company has not made any material changes to
the procedures by which security holders may recommend nominees to its Board of Directors since these
procedures were communicated in the company’s 2008 Proxy Statement for the Annual Meeting of
Stockholders held on April 30, 2008. Information related to the Audit Committee is incorporated herein by
reference to the Proxy and is included within the sections entitled “Committees of the Board” and “Committee
Membership.” Information regarding executive officers is contained in the Proxy section entitled “Section 16(a)
Beneficial Ownership Reporting Compliance” and in Part I, Item 4 of this report.
The company has adopted a Code of Ethics for its CEO, CFO and Controller that may be accessed from the
company’s website at www.dupont.com by clicking on Investor Center and then Corporate Governance. Any
amendments to, or waiver from, any provision of the code will be posted on the company’s website at the above
address.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this Item is incorporated herein by reference to the Proxy and is included in the sections
“Compensation Discussion and Analysis,” “2008 Summary Compensation Table,” ‘‘2008 Grants of Plan-Based
Awards,” “Outstanding Equity Awards,” “2008 Option Exercises and Stock Vested,” “Pension Plan Benefits,”
“Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” and
“Directors’ Compensation.” Information related to the Compensation Committee is included within the sections
entitled “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Information with respect to Beneficial Owners is incorporated herein by reference to the Proxy and is included in the
section entitled “Ownership of Company Stock.”
Securities authorized for issuance under equity compensation plans as of December 31, 2008
(Shares in thousands, except per share)
Plan Category
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
2
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
3
Equity compensation plans approved
by security holders 70,895
1
$46.20 49,155
Equity compensation plans not
approved by security holders
4
11,274 $44.06 -
Total 82,169 $45.88 49,155
1
Includes stock-settled time-vested and performance-based restricted stock units granted and stock units deferred under the company’s Equity
and Incentive Plan, Stock Performance Plan, Variable Compensation Plan and the Stock Accumulation and Deferred Compensation Plan for
Directors. Performance-based restricted stock units reflect the maximum number of shares to be awarded at the conclusion of the performance
cycle (200% of the original grant). The actual award payouts can range from zero to 200 percent of the original grant.
2
Represents the weighted-average exercise price of the outstanding stock options only; the outstanding stock-settled time-vested and
performance-based restricted stock units and deferred stock units are not included in this calculation.
3
Reflects shares available pursuant to the issuance of stock options, restricted stock, restricted stock units or other stock-based awards under
the Equity and Incentive Plan approved by the shareholders on April 25, 2007 (see Note 22 to the Company’s Consolidated Financial
Statements). The maximum number of shares of stock reserved for the grant or settlement of awards under the Equity and Incentive Plan (the
“Share Limit”) shall be 60,000 and shall be subject to adjustment as provided therein; provided that each share in excess of 20,000 issued under
the Equity and Incentive Plan pursuant to any award settled in stock, other than a stock option or stock appreciation right, shall be counted
against the foregoing Share Limit as four shares for every one share actually issued in connection with such award. (For example, if
22,000 shares of restricted stock are granted under the Equity and Incentive Plan, 28,000 shall be charged against the Share Limit in
connection with that award.)
4
Includes options totaling 10,206 granted under the company’s 2002 Corporate Sharing Program (see Note 22 to the Consolidated Financial
Statements) and 100 options with an exercise price of $46.50 granted to a consultant. Also includes 968 options from the conversion of DuPont
Canada options to DuPont options in connection with the company’s acquisition of the minority interest in DuPont Canada.
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