|
Quotes & Info
|
| DD > SEC Filings for DD > Form 8-K on 5-Feb-2008 | All Recent SEC Filings |
5-Feb-2008
Change in Directors or Principal Officers
On January 30, 2008, the Board of Directors approved a 3.75% increase in
Mr. Holliday's annual salary from $1.320 million to $1.370 million. The Board
also approved a short-term incentive payment for 2007 of $2.207 million under
the Company's Equity and Incentive Plan ("EIP"), reflecting corporate results
for 2007 and consistent with the short-term incentive guidelines applicable to
all employees eligible to receive cash-based incentive awards under the
Company's EIP. The EIP is on file with the Securities and Exchange Commission as
part of the Company's Definitive Proxy Statement pursuant to Section 14(a) of
the Securities Exchange Act of 1934, which was filed on March 19, 2007.
Short-Term Incentive Targets
Management recommends and the Compensation Committee approves short-term
incentive targets for all participants, including the principal financial
officer and other named executive officers of the Company, based on an
evaluation of Market1 medians. In addition, at the beginning of each performance
year, the short-term incentive target for the Chief Executive Officer ("CEO") is
reviewed by the Compensation Committee and approved by the independent Board
members based on competitive Market data. At the conclusion of each performance
period, the CEO's short-term incentive award is reviewed by the Compensation
Committee and approved by the independent Board members.
The Board of Directors approved a target short-term incentive award for 2008 for
Mr. Holliday under the Company's EIP in the amount of $1.932 million.
For 2008, an employee's short-term incentive award will be determined by
multiplying his/her short-term incentive target by a factor resulting from the
following formula:
(Corporate Performance x 20%) + (Business Unit Performance x 60%) + (Individual
Performance x 20%)
Corporate 20% earnings per share excluding significant items compared to
Performance last year's performance
Business Unit CEO and other corporate 60% weighted average of
Performance positions performance for the various
business units (see below)
Business unit positions 20% business unit revenue versus
financial commitments for the
year
20% business unit after-tax
operating income versus
financial commitments for the
year
10% cash flow from operations
versus financial commitments for
the year
10% dynamic planning factor
based on achievement of
specified retasking objectives
Individual 20% of an individual performance factor which could range from
Performance 0% to 200% based on the employee's performance versus personal,
predetermined critical operating tasks or objectives (e.g.,
attainment of specific sales goals, achievement of fixed cost
reduction targets, successful introduction of a new product).
In addition to the employee's contribution to the Company
results, a factor in determining individual performance is a
qualitative assessment of performance on the Company's core
values: safety and health; environmental stewardship; highest
ethical behavior; and respect for people.
|
Long-Term Incentive Awards
The Compensation Committee establishes long-term incentive ("LTI") targets for
each participating level (including the CEO, the principal financial officer and
other named executive officers) at approximately the competitive Market median.
Actual grants can range from 0% to 200% of the target for each level of
responsibility. The range reflects employees' current contributions to future
strategic value creation as well as future potential to create strategic value
for the Company, including the achievement of longer-term critical
1 "Market" as
used herein
refers to
published
compensation
survey
information
that
represents
large
industrial
companies
with median
revenue
comparable
to ours
("Survey" or
"Market"),
including
surveys by
Towers
Perrin,
William M.
Mercer,
Watson Wyatt
Data
Services and
Hay
Information
Services.
operating tasks such as driving research productivity, liberalizing key
production capacity, developing sales capability and growing sales in emerging
markets.
The Board of Directors approved an LTI award for Mr. Holliday, effective
February 6, 2008, under the Company's EIP. The award, which was approved at a
value of $6.5 million, will be delivered in an equal mix, by fair value on the
date of grant, of stock options, time-vested restricted stock units ("RSUs") and
performance-based restricted stock units ("PSUs").
The principal financial officer and other named executive officers of the
Company will also be eligible to receive LTI awards for 2008. LTI awards under
the Company's EIP for 2008 for those officers will be established as a dollar
value and delivered in an equal mix, by fair value on the date of grant, of
stock options, RSUs and PSUs.
All LTI awards are governed by the Company's EIP and the award terms issued with
each grant. The material award terms of options, RSUs and PSUs to be granted in
2008 are described below. Except to the extent contrary terms are described
below or in the EIP, the award terms of each option, RSU and PSU will be
materially consistent with terms and conditions of such awards in prior years,
which are on file with the Securities and Exchange Commission as Exhibits 10.11
(options), 10.12 (PSUs) and 10.13 (RSUs) to the Company's Form 10-Q Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March 31, 2007.
Stock Options
Nonqualified stock option grants are made at an exercise price equal to the
closing price of the Company's common stock on the date of grant, vest in
one-third increments over three years, and carry a term of six years. If the
holder is an active employee for six months following the date of the grant, and
subsequently retires, the options will become exercisable in accordance with the
vesting schedule and will expire at the end of their original term. If the
holder is an active employee for six months following the date of the grant, and
subsequently terminates due to lack of work, a divestiture to an entity less
than 50% owned by the Company, disability or death, the options will become
exercisable in accordance with the vesting schedule and will remain exercisable
through the date that is one year (two years in the case of death) after the
date of termination of employment, or, if earlier, the end of their original
term.
PSUs At the conclusion of the three-year performance period, payouts can range from 0% to 200% of the target grant based on pre-established, performance-based corporate objectives in both revenue growth and total shareholder return versus the Company's Peer Group2 over the three-year performance period. See the formula and table below. Formula for determining PSU payout: Revenue Growth + Total Shareholder = Final Award Payout % Return (TSR) Payout % x x Target Award x Target Award x 50% 50% DuPont Revenue Growth or TSR vs. Peer Group Revenue Growth Payout % or TSR Payout % Below 25th percentile* 0% At 25th percentile* 25% At 50th percentile* 100% At or above 75th percentile* 200% |
* Interim points are interpolated
Dividends payable on the total number of shares represented by the units held (including whole and fractional units) are allocated in the form of units (whole and fractional) based upon the stock price on the date of the
2 The 2008 Peer Group consists of 3M Co., Abbott Laboratories, Air Products & Chemicals Inc., Baxter, Boeing Co., Caterpillar Inc., Eastman Kodak Co., Emerson Electric Co., Hewlett-Packard Co., Honeywell International Inc., Ingersoll-Rand Co. Ltd., Johnson & Johnson, Johnson Controls Inc., Kimberly Clark Corp., Merck & Co., Monsanto Co., Motorola Inc., Proctor & Gamble Co., Rohm and Haas Co., and United Technologies Corp.
dividend payment. Dividend equivalent units will be determined at the end of the
performance period and credited at that time based on the performance-adjusted
number of units held.
If the holder is an active employee for six months following the date of the
grant, and subsequently terminates employment due to retirement, lack of work, a
divestiture to an entity less than 50% owned by the Company, disability or death
and is an active employee through the date of such termination, the units will
remain subject to the performance-based vesting terms. However, the number of
units will be prorated based on the number of months of employment the holder
completed during the three-year performance period.
RSUs
RSUs vest in one-third increments over a three-year period. Dividends payable on
the shares represented by the holder's units (including whole and fractional
units) are allocated in the form of units (whole and fractional) based upon the
stock price on the date of the dividend payment. If the holder is an active
employee for six months following the date of grant, and subsequently retires,
the units will remain subject to the three year vesting period. If the holder is
an active employee for six months following the date of grant, and subsequently
terminates employment due to lack of work, a divestiture to an entity less than
50% owned by the Company, disability or death, all units will vest.
|
|