Form 8-K LEXMARK INTERNATIONAL For: Apr 24

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April 24, 2015 4:21 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 21, 2015

LEXMARK INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

	Delaware		1-14050		06-1308215
	(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Lexmark Centre Drive

740 West New Circle Road

Lexington, Kentucky 40550

(Address of Principal Executive Offices) (Zip Code)

(859) 232-2000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On April 21, 2015, Lexmark International, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2015 Annual Meeting”). At the 2015 Annual Meeting, the Company’s stockholders approved the Lexmark International, Inc. 2005 Non-Employee Director Stock Plan, as Amended and Restated (the “Restated Director Stock Plan”). The Restated Director Stock Plan had been previously adopted by the Company’s Board of Directors, subject to stockholder approval, and will be administered by the non-employee members of the Company’s Board of Directors (the “Committee”).

The Committee has the authority to grant the following types of awards under the Restated Director Stock Plan: non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and/or deferred stock units to the Company’s non-employee directors. In accordance with the Company’s Director Compensation Policy, each non-employee director shall be granted a restricted stock unit award under the Restated Director Stock Plan on the date of the meeting of the Board or the Annual Meeting of Stockholders, whichever is applicable, at which such non-employee director is first elected to serve as a member of the Board of Directors (the “Initial Award”). Each non-employee director also receives a grant of an annual restricted stock unit award under the Restated Director Stock Plan upon reelection at each Annual Meeting of Stockholders (the “Annual Award”).

Awards may be granted by the Committee under the Restated Director Stock Plan through April 21, 2020.

The foregoing description of the Restated Director Stock Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Director Stock Plan, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2015 Annual Meeting, a total of 54,605,070 shares of the Company's Class A Common Stock, par value $0.01 per share, were present or represented by proxy at the meeting, representing 89.13% of the Company's shares outstanding as of the February 27, 2015 record date.

At the 2015 Annual Meeting, the proposals submitted for a vote of the Company’s stockholders and the related results are as follows:

(1)	The election of Ralph E. Gomory, Michael J. Maples, Stephen R. Hardis, William R. Fields, Robert Holland, Jr., Jared L. Cohon, J. Edward Coleman and Sandra L. Helton for one-year terms expiring in 2016. The stockholders elected the four directors by the following votes:

Director	Votes For	Votes Against	Abstentions	Broker Non-Votes
Ralph E. Gomory	48,366,544	523,770	491,323	5,223,433
Michael J. Maples	42,521,418	6,365,626	494,593	5,223,433
Stephen R. Hardis	42,512,225	6,378,059	491,353	5,223,433
William R. Fields	48,459,229	431,330	491,078	5,223,433
Robert Holland, Jr.	48,378,889	512,176	490,572	5,223,433
Jared L. Cohon	48,737,166	153,673	490,798	5,223,433
J. Edward Coleman	42,828,961	6,061,675	491,001	5,223,433
Sandra L. Helton	42,857,069	6,034,962	489,606	5,223,433

The terms of office of each of W. Roy Dunbar, Jean-Paul L. Montupet, Paul A. Rooke and Kathi P. Seifert as directors of the Company, continued after the meeting.

(2)	The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2015. The stockholders ratified the appointment of PwC by the following votes:

	Votes For	53,677,254
	Votes Against	420,121
	Abstentions	507,695

(3)

The approval of a non-binding advisory resolution approving the compensation of the Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis section and compensation tables and narrative disclosure of the Company’s Proxy Statement. The stockholders approved the non-binding advisory resolution on executive compensation by the following votes:

	Votes For	47,326,108
	Votes Against	1,521,741
	Abstentions	533,788
	Broker Non-Votes	5,223,433

(4)	The approval of the Company’s 2005 Non-Employee Director Stock Plan, as amended and restated. The stockholders approved the Restated Director Stock Plan by the following votes:

	Votes For	43,539,117
	Votes Against	5,325,826
	Abstentions	516,694
	Broker Non-Votes	5,223,433

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description of Exhibit

10.1	Lexmark International, Inc. 2005 Non-Employee Director Stock Plan, as Amended and Restated, Effective April 21, 2015 (the “Restated Director Stock Plan”).+

10.2	Form of Initial Restricted Stock Unit Award Agreement pursuant to the Restated Director Stock Plan.+

10.3	Form of Annual Restricted Stock Unit Award Agreement pursuant to the Restated Director Stock Plan.+

+Indicates management contract or compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Lexmark International, Inc.

(Registrant)

April 24, 2015

By: /s/ Robert J. Patton

Robert J. Patton

Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit

10.1	Lexmark International, Inc. 2005 Non-Employee Director Stock Plan, as Amended and Restated, Effective April 21, 2015 (the “Restated Director Stock Plan”).+

10.2	Form of Initial Restricted Stock Unit Award Agreement pursuant to the Restated Director Stock Plan.+

10.3	Form of Annual Restricted Stock Unit Award Agreement pursuant to the Restated Director Stock Plan.+

+Indicates management contract or compensatory plan, contract or arrangement.

Exhibit 10.1

LEXMARK INTERNATIONAL, INC.

2005 NONEMPLOYEE DIRECTOR STOCK PLAN

As amended and restated effective April 21, 2015

Section 1. Purposes

The purposes of the Plan are to enable the Company to attract, retain and motivate the best qualified nonemployee directors and to enhance a long-term mutuality of interest between the directors and stockholders of the Company by granting eligible directors an equity interest in the Company.

Section 2. Definitions

Unless the context requires otherwise, the following words as used in the Plan shall have the meanings ascribed to each below, it being understood that masculine, feminine and neuter pronouns are used interchangeably, and that each comprehends the others, and that the singular shall include the plural, and the plural shall include the singular.

(a) “Act” shall mean the Securities Exchange Act of 1934, as amended.

(b) “Adjustment Event” shall mean any stock dividend, stock split or share combination of, or extraordinary cash dividend on, the Common Stock or recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Stock at a price substantially below Fair Market Value, or other similar event affecting the Common Stock of the Company.

(c) “Annual Fees” shall mean the cash amounts payable by the Company to an Eligible Director for services to be rendered as a member of the Board during any calendar year, including retainers, meeting and attendance fees (including any per diem attendance fee for international directors), committee chair fees and fees otherwise payable for acting on or as a member of the Board or any committee thereof, but not including reimbursement of expenses.

(d) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Deferred Stock Unit awarded under the Plan.

(e) “Award Agreement” means the agreement, certificate or other instrument evidencing the grant of any Award under the Plan.

(f) “Board” shall mean the Board of Directors of the Company.

(g) “Change in Control” shall mean the occurrence of any of the following events:

(i) a majority of the members of the Board at any time cease for any reason other than due to death or disability to be persons who were members of the Board twenty-four months prior to such time (the “Incumbent Directors”); provided that any director whose election, or nomination for election by the

Company’s stockholders, was approved by a vote of at least a majority of the members of the Board then still in office who are Incumbent Directors shall be treated as an Incumbent Director; or

(ii) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Act, but excluding the Company, its Subsidiaries, any employee benefit plan of the Company or any Subsidiary, employees of the Company or any Subsidiary or any group of which any of the foregoing is a member) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, including without limitation, by means of a tender or exchange offer, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities; or

(iii) the consummation of (x) a merger or other business combination of the Company with or into another corporation immediately following which merger or combination (A) the stock of the surviving entity or its ultimate parent corporation is not readily tradable on an established securities market, (B) a majority of the directors of the surviving entity are persons who (1) were not directors of the Company immediately prior to the merger and (2) are not nominees or representatives of the Company or (C) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Act, but excluding the Company, its Subsidiaries, any employee benefit plan of the Company or any Subsidiary, employees of the Company or any Subsidiary or any group of which any of the foregoing is a member) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of 30% or more of the securities of the surviving entity or (y) the direct or indirect sale or other disposition of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to occur in the event the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code.

Notwithstanding the foregoing, to the extent that any Section 409A Award would become payable under this Plan by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also constitute a “change in the ownership” of the Company, a “change in the effective control” of the Company, or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.

(h) “Change in Control Price” shall mean the highest price per share of Common Stock paid in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash).

(i) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(j) “Committee” shall mean all members of the Board who qualify as “Non-Employee Directors” as defined in Rule 16b-3 under the Act (“Non-Employee Directors”), or any other committee composed solely of Non-Employee Directors as designated by the Board to serve as the Committee for purposes hereof.

(k) “Common Stock” means the Class A Common Stock of the Company, par value $0.01 per share, or such other shares or kind of securities as determined by the Board.

(l) “Company” shall mean Lexmark International, Inc., a Delaware corporation, and any successor thereto.

(m) “Deferred Stock Unit” means an Eligible Director’s right to receive pursuant to the Plan one share of Common Stock, or, if provided by the Committee, cash equal to the Fair Market Value of a share of Common Stock, at a specified future time or event.

(n) “Director Compensation Policy” means the policy established by the Company for the compensation of the Company’s non-employee directors, as in effect from time to time.

(o) “Dividend Equivalents” has the meaning set forth in Section 10.4 below.

(p) “Eligible Director” shall mean a director of the Company who is not, at the relevant time, an officer or employee of the Company or any of its Subsidiaries or affiliated with any stockholder of the Company holding 5% or more of the Company’s equity securities.

(q) “Equity Fee Election” shall mean an Eligible Director’s election to receive all or a portion of his Annual Fees in the form of Deferred Stock Units in lieu of cash that shall be irrevocable for the calendar year to which it applies.

(r) “Fair Market Value” means, for purposes of determining the exercise price of Options or Stock Appreciation Rights as of any date of determination, the closing price of a share of Common Stock on a national securities exchange on that day. In the event that there are no Common Stock transactions reported on such exchange or system on such day, Fair Market Value shall mean the closing price on the immediately preceding day on which Common Stock transactions were so reported. For any other purpose, Fair Market Value shall be determined by the Committee and may include, in addition to the closing price of a share of Common Stock, the real time price of a share of Common Stock as quoted on a national securities exchange.

(s) “Grant Date” shall mean, with respect to the grant of Deferred Stock Units under the Plan, each date on which Annual Fees become payable to members of the Board.

(t) “Nonemployee Director Stock Plan” means the Company’s Nonemployee Director Stock Plan originally approved by the Company’s stockholders on October 26, 1995, as amended and restated from time to time, and which terminated according to its terms on November 20, 2005.

(u) “Option” means the right to purchase a stated number of shares of Common Stock at a stated price (as specified in Section 7.2 hereof) for a specified period of time.

(v) “Plan” shall mean the Lexmark International, Inc. 2005 Nonemployee Director Stock Plan, as set forth herein and as the same may be further amended from time to time.

(w) “Qualifying Common Stock” means shares of Common Stock which are not subject to any loan or other obligation of the Eligible Director.

(x) “Restriction Period” means the period during which shares of Restricted Stock are subject to forfeiture or restrictions on transfer (if applicable) as described in Section 9 of the Plan and any applicable Award Agreement.

(y) “Restricted Stock” means Common Stock awarded to an Eligible Director in accordance with Section 9 of the Plan.

(z) “Restricted Stock Unit” means a right to receive a share of Common Stock or the Fair Market Value thereof in cash which is subject to vesting and other conditions in accordance with Section 10 of the Plan.

(aa) “Section 409A Award” means any Award, which provides for the “deferral of compensation” within the meaning of Section 1.409A-1(b) of the Treasury Regulations, which is not otherwise exempt from the requirements of Section 409A of the Code.

(bb) “Share” shall mean a share of Common Stock.

(cc) “Stock Appreciation Right” means the right to receive a payment from the Company, in cash, Common Stock or a combination thereof, equal to the excess of the Fair Market Value of a share of Common Stock at the date of exercise over a specified price fixed by the Committee (as specified in Section 8 hereof).

(dd) “Subsidiary” shall mean any entity that is directly or indirectly controlled by the Company, or any other entity in which the Company has a significant equity interest, as determined by the Committee.

(ee) “Year of Board Service” shall mean any 12 consecutive month period during which an Eligible Director serves as a member of the Board. In the event an Eligible Director is reinstated as a member of the Board after he ceases to serve as a member of the Board, a new Year of Board Service shall commence on the date he recommences service as a member of the Board.

(ff) For purposes of any Section 409A Award, the terms “ceases to serve,” “terminate,” or “termination of service,” and variations thereof, as used in the Plan or any Award Agreement for a Section 409A Award, are intended to mean an Eligible Director’s “separation from service” from the Company for purposes of Section 409A of the Code, using the default provisions set forth in Section 1.409A-1(h) of the Treasury Regulations.

Section 3. Effective Date and Term

The Plan, as amended and restated herein, shall be effective upon the approval by stockholders at the 2015 Annual Meeting of Stockholders (the “Effective Date”). The Plan term will terminate on the fifth anniversary of the Effective Date, unless sooner terminated by the Board pursuant to Section 14.

Section 4. Administration

4.1 Powers of the Committee. The Plan shall be administered by the Committee. The Committee may delegate its powers and functions hereunder to a subcommittee thereof consisting of at least two directors, all of whom qualify as “Non-Employee Directors” as defined under Rule 16b-3 under the Act. The Committee shall have full authority to select Eligible Directors to receive Awards; to approve Awards and establish the terms and conditions thereof; to interpret the Plan; to establish, amend and rescind rules for carrying out the Plan; to administer the Plan; to construe the respective Award Agreements and the Plan; and to make all other determinations and to take such steps in connection with the Plan as the Committee, in its discretion, deems necessary or desirable for administering the Plan. Each determination, interpretation or other action made or taken pursuant to the provisions of this Plan by the Committee shall be final and binding for all purposes and upon all persons, including, without limitation, the Company, the directors, officers and employees of the Company, any Eligible Director and his or her respective heirs, executors, administrators, personal representatives and other successors in interest.

The Committee shall have the discretionary authority, subject to the terms of the Plan, to determine the time or times at which Awards may be exercised, paid or transferred, as the case may be; the form and manner of payment of any amount due from an Eligible Director in connection with any Award; whether any restriction (including any provision as to vesting, exercisability, payment or transferability) shall be modified or waived, in whole or in part, after the date of grant of the Award in the event an Eligible Director dies, becomes disabled or ceases to serve as a member of the Board for any reason, provided, however, the Committee shall not modify or waive any restriction of any Section 409A Award that would result in an impermissible acceleration of payment in violation of Section 1.409A-3(j), or otherwise violate Section 409A of the Code or any provision of the Treasury Regulations promulgated thereunder; whether amounts payable by the Company in respect of any Award shall be paid in Common Stock, cash or any combination thereof; whether and to what extent any Award may be transferred by the Eligible Director; and the terms, provisions and conditions to be included in any Award Agreement.

Except in connection with an Adjustment Event pursuant to Section 5.5 below, the Committee shall not have the power to reduce, whether through amendment or otherwise, the exercise price of any outstanding Option or Stock Appreciation Right nor to grant a new Award in substitution for or upon the cancellation of any previously granted Option or Stock Appreciation Right, which has the effect of reducing the exercise price, or exchange any Option or Stock Appreciation Right for stock, cash or other consideration, or take any other action that would be considered a “repricing” of an Option or Stock Appreciation Right under the listing standards of the New York Stock Exchange, unless approved by the Company’s stockholders.

4.2 Delegation. The Committee may appoint the Secretary of the Company, other officers or employees of the Company or competent professional advisors to assist the Committee in the administration of the Plan, and may grant authority to such persons to execute agreements or other documents and carry out other administrative duties on its behalf, provided no such persons shall have the authority to grant Awards.

4.3 Agents. The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan, and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee in the engagement of any such counsel, consultant or agent shall be paid by the Company.

4.4 Indemnification. Each person who is or shall have been a member of the Committee or any subcommittee thereof or any person designated pursuant to Section 4.2 or 4.3 above shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be made a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or By-laws, by contract, as a matter of law or otherwise.

Section 5. Shares: Adjustment upon Certain Events

5.1 Shares Available. Subject to the provisions of Section 5.5, the number of shares of Common Stock subject to Awards under the Plan may not exceed 500,000, plus any shares that become available for grant pursuant to Section 5.2 and shares that have not been utilized under the Company’s Nonemployee Director Stock Plan at the time of its termination. The shares to be delivered under the Plan may consist, in whole or in part, of Common Stock held in treasury or authorized but unissued Common Stock, not reserved for any other purpose, or from Common Stock reacquired by the Company. Notwithstanding the foregoing, the Committee shall not grant Awards (excluding Dividend Equivalents and other than Deferred Stock Units that an Eligible Director has elected to receive pursuant to an Equity Fee Election or other Awards granted in lieu of an Eligible Director’s cash compensation) representing Shares with a Fair Market Value on the date of grant in excess of $500,000 to any single Eligible Director during any single year.

5.2 Canceled, Terminated, or Forfeited Awards. Any shares of Common Stock subject to any portion of an Award which, in any such case and for any reason, expires, or is canceled, terminated or otherwise settled, without the issuance of such shares of Common Stock, shall again be available for award under the Plan. Shares of Common Stock that are delivered to the Company, either actually or by attestation, in payment of the exercise price for any Option granted under the Plan shall not be available for future grants under the Plan. Shares reacquired by the Company on the open market using the cash option proceeds received by the Company

from the exercise of Options granted under the Plan shall not be available for future grants under the Plan. Upon exercise or settlement of any Award of stock-settled Stock Appreciation Rights granted under the Plan, the total number of Stock Appreciation Rights that are exercised orsettled shall count against the number of available shares pursuant to Section 5.1, not just the net number of shares of Common Stock that are issued.

5.3 Substitute Awards. Awards assumed or granted in substitution or exchange for awards previously granted by a company acquired by the Company or with which the Company combines shall not reduce the Shares that may be authorized for grant to an Eligible Director or delivered under the Plan.

5.4 No Limit on Corporate Action. The existence of this Plan and Shares granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issuance of bonds, debentures, preferred or prior preference stocks ahead of or affecting Common Stock, the dissolution or liquidation of the Company or any sale or transfer of all or part of its assets or business, or any other corporate act or proceeding.

5.5 Adjustment in Capitalization. The aggregate number of shares of Common Stock available for Awards under Section 5.1, or subject to outstanding Awards, the annual limit on Shares issuable to Eligible Directors set forth in Section 5.1, and the respective exercise prices applicable to outstanding Awards shall be proportionately adjusted to reflect, as deemed equitable and appropriate by the Committee, an Adjustment Event. To the extent deemed equitable and appropriate by the Committee, subject to any required action by stockholders, in any merger, consolidation, reorganization, liquidation, dissolution or other similar transaction, any Award granted under the Plan shall pertain to the securities and other property to which a holder of the number of shares of Common Stock covered by the Award would have been entitled to receive in connection with such event.

Any shares of stock (whether Common Stock, shares of stock into which shares of Common Stock are converted or for which shares of Common Stock are exchanged or shares of stock are distributed with respect to Common Stock) or cash or other property received with respect to any Award granted under the Plan as a result of any Adjustment Event, any distribution of property or any merger, consolidation, reorganization, liquidation, dissolution or other similar transaction shall, except as provided in the Plan or as otherwise provided by the Committee at or after the date any such Award is made, be subject to the same terms and conditions, including vesting and restrictions on exercisability or transfer, as are applicable to the Award with respect to which such shares, cash or other property is received, and any Award Agreement and stock certificate(s) representing or evidencing any shares of stock or other property so received shall so provide and be legended as appropriate.

Section 6. Awards

6.1 Initial Awards. During the term of the Plan, and subject to and in accordance with the terms of the Director Compensation Policy, each Eligible Director shall receive an Award of Restricted Stock Units or such other form of Award as determined by the Committee at the time

of such grant (the “Initial Award”) on the date of the meeting of the Board or the annual meeting of the stockholders of the Company, whichever is applicable, at which such Eligible Director is first elected to serve as a member of the Board.

6.2 Annual Awards. Each Eligible Director may, at the discretion of the Committee, also be granted one or more Awards of Restricted Stock Units or other Awards after the Initial Award (each an “Annual Award”), at such time or times and in such amount as shall be determined by the Committee.

6.3 General. All Initial Awards and Annual Awards shall be reasonable in size and amount and all Annual Awards shall be consistent in size from one Eligible Director to another, except with respect to differentiation in award size based on Board committee membership(s) and service as the chair of a Board committee.

Section 7. Options

7.1 Grant of Options. Options may be granted to Eligible Directors at such time or times as shall be determined by the Committee. Options granted under the Plan shall be non-qualified stock options. The date of grant of an Option under the Plan will be the date on which the Option is awarded by the Committee or, if so determined by the Committee, the date on which occurs any event the occurrence of which is an express condition precedent to the grant of the Option. The Committee shall determine the number of Options, if any, to be granted to an Eligible Director. Each Option shall be evidenced by an Award Agreement that shall specify the exercise price, the duration of the Option, the number of shares of Common Stock to which the Option pertains and such other terms and conditions not inconsistent with the Plan as the Committee shall determine.

7.2 Exercise Price. Options granted pursuant to the Plan shall have an exercise price per share which is not less than the Fair Market Value of a share of Common Stock on the date the Option is granted.

7.3 Exercise of Options. Options awarded to an Eligible Director under the Plan shall be exercisable at such time or times and subject to such restrictions or other conditions, as the Committee shall determine. Once exercisable, an Option may be exercised from time to time, in whole or in part, up to the total number of shares of Common Stock with respect to which it is then exercisable. Notwithstanding the foregoing, no Option shall be exercisable for more than 10 years after the date on which it is granted.

7.4 Payment. The Committee shall establish procedures governing the exercise of Options, which shall require that notice of exercise be given and that the Option price be paid in full at the time of exercise (i) in cash or cash equivalents, (ii) in the discretion of the Committee, by directing the Company to withhold that number of shares of Common Stock from the shares that the Eligible Director has elected to purchase that have an aggregate Fair Market Value on the date of exercise equal to the aggregate exercise price; (iii) in the discretion of the Committee, in shares of Qualifying Common Stock having a Fair Market Value on the date of exercise equal to the aggregate exercise price or in a combination of cash and Qualifying Common Stock or (iv) in accordance with such other procedures or in such other form as the Committee shall from time

to time determine. As soon as practicable after receipt of an exercise notice and payment of the exercise price in accordance with this Section 7.4, the Company shall direct its stock transfer agent to make (or to cause to be made) an appropriate book entry reflecting the Eligible Director’s ownership of the shares of Common Stock so acquired.

Section 8. Stock Appreciation Rights

8.1 Grant of Stock Appreciation Rights. Stock Appreciation Rights may be granted to Eligible Directors at such time or times and with respect to such number of shares of Common Stock as shall be determined by the Committee and shall be subject to such terms and conditions as the Committee may impose. Each grant of an Award of Stock Appreciation Rights shall be evidenced by an Award Agreement.

8.2 Exercise Price. Stock Appreciation Rights granted pursuant to the Plan shall have an exercise price per right which is not less than the Fair Market Value of a share of Common Stock on the date the Stock Appreciation Right is granted.

8.3 Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be exercised at such time or times and subject to such conditions, including the occurrence of any event or events, including a Change in Control, as the Committee shall determine, either at or after the date of grant. Stock Appreciation Rights which are granted in tandem with an Option may only be exercised upon the surrender of the right to exercise such Option for an equivalent number of shares and may be exercised only with respect to the shares of Common Stock for which the related Option is then exercisable. Notwithstanding any other provision of the Plan, the Committee may impose such conditions on the exercise of a Stock Appreciation Right (including, without limitation, the right of the Committee to limit the time of exercise to specified periods) as may be required to satisfy the applicable provisions of Rule 16b-3 as promulgated under the Act or any successor rule.

8.4 Payment. Upon exercise of a Stock Appreciation Right, the Eligible Director shall be entitled to receive payment in cash, Common Stock or in a combination of cash and Common Stock, as determined by the Committee, of an amount determined by multiplying:

(i) any increase in the Fair Market Value of a share of Common Stock at the date of exercise over the exercise price fixed by the Committee at the date of grant of such Stock Appreciation Right, provided such exercise price shall not be less than the Fair Market Value of a share of Common Stock at the date of grant, by

(ii) the number of shares of Common Stock with respect to which the Stock Appreciation Right is exercised.

Section 9. Restricted Stock

9.1 Grant of Restricted Stock. The Committee may grant Awards of Restricted Stock to Eligible Directors at such times and in such amounts and subject to such other terms and conditions not inconsistent with the Plan, as it shall determine. Upon issuance of an Award of Restricted Stock, the Company shall direct its stock transfer agent to make (or to cause to be

made) an appropriate book entry reflecting the Eligible Director’s ownership of the shares of Restricted Stock so acquired, subject to the transfer restrictions set forth in the Award. As a condition of any Award of Restricted Stock, the Eligible Director shall have provided the Secretary of the Company with an irrevocable power of attorney, with full power of substitution, entitling the Secretary to transfer (or provide appropriate instructions to the Company’s stock transfer agent to transfer) the shares of Restricted Stock on the Company’s books. If the Company in its sole discretion issues a stock certificate representing the shares of Restricted Stock, such certificate shall be legended as deemed necessary or appropriate by the Company or its counsel, and shall be held in the custody of the Secretary of the Company until the Restriction Period lapses, and, as a condition to the grant of any Award of shares of Restricted Stock, the Eligible Director shall have delivered to the Company a stock power, endorsed in blank, relating to the shares of Common Stock covered by such Award. Each grant of Restricted Stock shall be evidenced by an Award Agreement.

9.2 Payment. Upon the expiration or termination of the Restriction Period, which shall not be less than three years (pro rata or other graded vesting during the Restriction Period may be permitted, and subject to accelerated vesting upon an Eligible Director’s termination of service due to death or disability, a Change in Control or as otherwise determined by the Committee at or after the date of grant), and the satisfaction (as determined by the Committee) of any other conditions determined by the Committee, the restrictions applicable to the Restricted Stock shall lapse and the Company shall direct its stock transfer agent to remove any such restrictions, other than any imposed by applicable law, from the book entry representing the Eligible Director’s ownership of such shares, and shall cancel any power of attorney or return any stock power relating to such shares. If the Company in its sole discretion has issued a stock certificate representing the Restricted Stock, then, upon request, the Company shall deliver to the Eligible Director a stock certificate registered in such Eligible Director’s name and representing the number of shares of Common Stock with respect to which the restrictions have lapsed, free of all such restrictions except any that may be imposed by law. No payment will be required to be made by the Eligible Director upon the delivery of such shares of Common Stock.

9.3 Restrictions on Transferability during Restriction Period. Except as provided in Section 16.1, shares of Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until such time as the Restriction Period applicable thereto shall have lapsed upon the satisfaction of such conditions, including without limitation, the occurrence of such event or events, as shall be determined by the Committee either at or after the time of grant.

9.4 Rights as a Stockholder. Eligible Directors granted shares of Restricted Stock shall be entitled to vote such shares on any matter submitted to the Company’s stockholders. In addition, Eligible Directors granted Restricted Stock shall be entitled to receive, either currently or upon the vesting of the underlying shares, as specified by the Committee, all dividends and other distributions or equivalent value of other distributions paid with respect to those shares, provided that if any such dividends or distributions are paid in shares of Common Stock or other property (other than cash), such shares and other property shall be subject to the same forfeiture restrictions and restrictions on transferability as apply to the Restricted Stock with respect to which they were paid; and provided further the Committee may, in its sole discretion, provide that any cash dividends or other distributions payable with respect to shares of Restricted Stock

shall be reinvested in additional shares of Restricted Stock, based on the Fair Market Value of a share of Common Stock on the dividend payment date, subject to the same forfeiture restrictions and restrictions on transferability as apply to the underlying shares.

Section 10. Restricted Stock Unit

10.1 Restricted Stock Units. The Committee may grant Awards of Restricted Stock Units to Eligible Directors at such times and in such amounts, and subject to such vesting and other terms and conditions not inconsistent with the Plan, as it shall determine. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement.

10.2 Vesting and Settlement of Restricted Stock Units. The Committee shall, in its sole discretion, determine the vesting schedule to which any Award of Restricted Stock Units is subject and the date(s) or event(s) upon which vested Restricted Stock Units shall be settled, which may be the vesting date(s) or any future date(s) or event(s) (such as an Eligible Director’s termination of service). Unless otherwise determined by the Committee, upon the applicable settlement date and the satisfaction of any other conditions imposed by the Committee, vested Restricted Stock Units shall be converted into an equivalent number of shares of Common Stock. The Company shall direct its stock transfer agent to make (or to cause to be made) an appropriate book entry reflecting the Eligible Director’s ownership of the shares of Common Stock so converted. Notwithstanding the foregoing, the Committee may provide, in its discretion, in lieu of delivering shares of Common Stock, for the Company to make a cash payment in full or partial satisfaction of any Award of Restricted Stock Units based on the Fair Market Value, as of the most recent trading day preceding the date on which the Restricted Stock Units are settled, of the equivalent number of shares of Common Stock.

10.3 Deferred Settlement of Restricted Stock Units. An Eligible Director who has received an Award of Restricted Stock Units may elect to defer the settlement to a specified date after the settlement date set forth in Section 10.2, or until his or her separation from service from the Board or as otherwise provided in the Award Agreement. The initial election to defer settlement of the Restricted Stock Units must be made within 30 days after the date of grant, provided that the vesting of such Award is contingent on the Eligible Director providing services as a member of the Board for at least 12 months following the date of such initial election. Absent an initial election to defer settlement of the Restricted Stock Units, the Eligible Director may also make a subsequent election to defer the settlement of the Restricted Stock Units to a specified date after the settlement date set forth in Section 10.2, or until his or her separation from service from the Board or as otherwise provided in the Award Agreement, provided the Eligible Director’s election to defer the settlement date must be made at least 12 months in advance of the settlement date set forth in Section 10.2, or as otherwise provided in the Award Agreement, and must defer settlement for a period of at least five (5) after such date. An Eligible Director’s subsequent election to defer settlement of the Restricted Stock units to a specified date after the settlement date set forth in Section 10.2, or until his or her separation from service or as otherwise provided in the Award Agreement, shall not take effect until at least 12 months after the date on which the subsequent election is made by the Eligible Director.

10.4 Other Terms and Conditions of Restricted Stock Units. Eligible Directors granted Restricted Stock Units shall have no rights as a shareholder of the Company with respect to such

Award and, without limitation, shall not be entitled to vote on any matter submitted to the Company’s stockholders or receive any dividends or other distributions with respect to such Award. The Committee may, in its discretion, provide that an Eligible Director shall be entitled to receive, either currently or upon the vesting and settlement of the underlying Restricted Stock Units, as specified by the Committee, an amount equal to any dividends or other distributions paid with respect to the corresponding number of shares of Common Stock during the period the Award is outstanding (“Dividend Equivalents”). The Committee may provide, in its sole discretion, that (i) if any such dividends or distributions are paid in shares of Common Stock, then any Dividend Equivalents relating thereto shall be credited as an equivalent number of additional Restricted Stock Units, subject to the same underlying vesting and forfeiture conditions as apply to the underlying Award; and (ii) if any such dividends or distributions are paid in cash, then any Dividend Equivalents relating thereto shall be credited as additional Restricted Stock Units, equal to the greatest whole number which may be obtained by dividing (x) the aggregate value of such Dividend Equivalent on the dividend payment date, by (y) the Fair Market Value of a share of Common Stock on such date, subject to the same vesting and forfeiture conditions applicable to the underlying Award.

Section 11.Deferred Stock Units

11.1 Equity Fee Election. An Eligible Director shall have the right to make an Equity Fee Election no later than December 31 of each calendar year with respect to Annual Fees paid in cash to be earned for services rendered in one or more succeeding calendar years. Notwithstanding the foregoing, (i) a person may make, prior to the first date as of which such person becomes an Eligible Director and is eligible to participate in the Plan, an Equity Fee Election to be effective under the Plan with respect to Annual Fees to be earned for services rendered any time after such election or (ii) an Eligible Director may make an Equity Fee Election at any time during the 30 day period following the first date as of which such Eligible Director is eligible to participate in the Plan with respect to Annual Fees to be earned for services rendered after such 30 day period, provided that the Eligible Director is not currently participating in or has participated in, within the 24-month period prior to becoming eligible to participate, this Plan or any “Plan” as defined in Section 1.409A-1(c) sponsored by the Company that is required to be aggregated with this Plan under Section 1.409A-1(c)(2) of the Treasury Regulations. All Equity Fee Elections must set forth a percentage, up to 100%, of the Annual Fees payable to the Eligible Director, that will be paid in the form of Deferred Stock Units in lieu of cash. In the event the Annual Fees of an Eligible Director are increased subsequent to the making of an Equity Fee Election, such election shall apply to the percentage of such Annual Fees elected by the Eligible Director, as so increased.

Effective on each Grant Date of Annual Fees, each Eligible Director who has made an Equity Fee Election shall receive an award of Deferred Stock Units. No shares shall be issued at the time an award of Deferred Stock Units is made and the Company shall not be required to set aside a fund for the payment of such Award. Upon the effective date of the initial Deferred Stock Unit award granted to an Eligible Director, the Company will establish a separate bookkeeping account for such Eligible Director and will record in such account the number of Deferred Stock Units awarded to such Eligible Director from time to time under the Plan. The number of Deferred Stock Units awarded to an Eligible Director on the Grant Date shall be equal to the

number of Shares (rounded up in the case of fractional shares) obtained by dividing (i) the amount of such Annual Fees deferred pursuant to the Equity Fee Election of such Eligible Director then in effect by, (ii) the Fair Market Value of one Share on such Grant Date. To the extent that any portion of an Eligible Director’s Annual Fees are determined on an annual basis, a pro rata share of the annual amount thereof shall be taken into account on each date that the Company shall pay such Annual Fees (i.e. a Grant Date) for purposes of determining Deferred Stock Units awarded to such eligible Director on such Grant Date.

11.2 Grant of Deferred Stock Units. The Committee may grant Awards of Deferred Stock Units to Eligible Directors in addition to or in lieu of Annual Fees at such times and in such amounts and subject to such other terms and conditions not inconsistent with the Plan, as it shall determine. Each grant of Deferred Stock Units shall be evidenced by an Award Agreement.

11.3 Dividends with respect to Deferred Stock Units. The Committee will determine whether and to what extent to credit to the account of, or to pay currently to, each recipient of Deferred Stock Units, any Dividend Equivalents. To the extent provided by the Committee at the date of grant, any Dividend Equivalents with respect to cash dividends on the Common Stock credited to an Eligible Director’s account shall be deemed to have been invested in shares of Common Stock on the payment date established for the related dividend and, accordingly, a number of Deferred Stock Units shall be credited to such Eligible Director’s account equal to the greatest whole number which may be obtained by dividing (x) the value of such Dividend Equivalent on the dividend payment date, by (y) the Fair Market Value of a share of Common Stock on such date.

11.4 Vesting of Deferred Stock Unit Awards. Deferred Stock Units granted pursuant to Equity Fee Elections, together with any Dividend Equivalents credited with respect thereto, shall be fully vested at all times. Other grants of Deferred Stock Units may be subject to forfeiture and vesting conditions as determined by the Committee and specified in the Award Agreement.

11.5 Rights as a Stockholder. An Eligible Director or his beneficiary shall not have any right in respect of Deferred Stock Units awarded pursuant to the Plan to vote on any matter submitted to the Company’s stockholders until such time as the shares of Common Stock attributable to such Deferred Stock Units have been issued to such Eligible Director or his beneficiary, as applicable, and shall have no rights to receive dividends other than as provided in Section 11.3.

11.6 Settlement of Deferred Stock Units. On June 30th in the fifth calendar year following the year in which the Award of Deferred Stock Units is made, or at such other time or times as shall be determined by the Committee and specified in the Award Agreement, an Eligible Director will be entitled to receive one Share for each Deferred Stock Unit (and related Dividend Equivalents) subject to such Award.

11.7 Deferred Settlement of Deferred Stock Units.

(a) An Eligible Director may elect to defer settlement of the Deferred Stock Units beyond the date specified in Section 11.6 or in the Award Agreement, as applicable, provided the following requirements are satisfied:

(i) An Eligible Director’s election to defer settlement of the Deferred Stock Units may not take effect until at least 12 months after the date on which the election is made by the Eligible Director;

(ii) An Eligible Director’s election to defer settlement of the Deferred Stock Units must delay settlement for a period of not less than five (5) years from the original settlement date set forth in Section 11.6, or as otherwise provided in the Award Agreement, and the new date or event of settlement so elected must be a date or event that complies with Section 409A of the Code; and

(iii) An Eligible Director’s election to defer settlement of the Deferred Stock Units must be made at least 12 months prior to the settlement date set forth in Section 11.6, or as otherwise provided in the Award Agreement.

(b) The Company may delay settlement of the Deferred Stock Units if it reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable laws provided payment is made at the earliest date on which the Company reasonably anticipates that the making of the payment will not cause such violation.

(c) The Company also reserves the right to delay payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

Section 12. Termination of Director Status

In the event an Eligible Director ceases to serve as a member of the Board for any reason, with respect to prior Awards consisting of Options and Stock Appreciation Rights:

(i) if such Eligible Director has completed three (3) Years of Board Service or less as of the date of such termination, any Option or Stock Appreciation Right granted to such Eligible Director (x) which is then outstanding, vested and exercisable on the date of termination may be exercised by the Eligible Director or, if applicable, his beneficiary for a period of 90 days following the date of the Eligible Director’s termination of service, but in no event later than the expiration date of the term of the Option or Stock Appreciation Right, and (y) which is not vested and exercisable on the date of termination, shall be canceled, in full, on the date of such termination; or

(ii) if such Eligible Director has completed more than three (3) Years of Board Service as of the date of such termination, any Option or Stock Appreciation Right granted to such Eligible Director (x) which is then outstanding, vested and exercisable on the date of termination may be exercised by the Eligible Director or, if applicable, his beneficiary until the third anniversary of the date of the Eligible Director’s termination of service, but in no event later than the expiration date of the term of the Option or Stock Appreciation Right, and (y) which is then outstanding but not vested and exercisable on the date of termination, shall thereafter vest in accordance with the

vesting schedule set forth in the Award Agreement for a period of three years following the date of the Eligible Director’s termination of service and become exercisable by the Eligible Director or, if applicable, his beneficiary and, once exercisable, will remain exercisable for a period of three years following the date of the Eligible Director’s termination of service, but in no event later than the expiration date of the term of the Option or Stock Appreciation Right.

The vesting and settlement of all other Awards under this Plan shall be set forth in the applicable Award Agreement.

Section 13. Change in Control

13.1 Accelerated Vesting and Payment. Subject to the provisions of Section 13.2 below, in the event of a Change in Control as defined in Section 2(g)(iii) in which the Company is not the surviving entity, (i) each Option and Stock Appreciation Right shall promptly become fully vested and exercisable, (ii) the Restriction Period applicable to all Restricted Stock shall expire and all shares shall become nonforfeitable and immediately transferable, and (iii) the shares of Common Stock with respect to Deferred Stock Units and Restricted Stock Units shall become immediately payable (provided that any Section 409A Award shall be subject to any limitations required by Section 409A of the Code). If an Option or Stock Appreciation Right is fully vested or becomes fully vested as provided in this paragraph but is not exercised or paid prior to a Change in Control triggered by Section 2(g)(iii) of the definition thereof and the Company is not the surviving entity, then the Committee may provide for the settlement in cash of the Award (such settlement to be calculated as though the Award was paid or exercised simultaneously with the Change in Control and based upon the Change in Control Price). An Option or Stock Appreciation Right so settled by the Committee shall automatically terminate. If, in such circumstances, the Committee does not provide for the cash settlement of an Option or Stock Appreciation Right, then upon such Change in Control such Option or Stock Appreciation Right shall terminate, provided that the Eligible Director shall be given reasonable notice of such intended termination and an opportunity to exercise the Option or Stock Appreciation Right prior to or upon the Change in Control. Notwithstanding the foregoing provisions of this Section 13.1, Awards issued under the Plan may contain specific provisions regarding the consequences of a Change in Control and, if contained in an Award Agreement, those provisions shall be controlling in the event of any inconsistency. The occurrence of a particular Change in Control under the Plan shall have no effect on any Award granted under the Plan after the date of that Change in Control. The Committee may deem an acceleration of vesting of Awards pursuant to this Section 13.1 to occur sufficiently prior to an event if necessary or deemed appropriate to permit the Eligible Director to realize the benefits intended to be conveyed with respect to the shares underlying the award; provided, however, that, the Committee shall reinstate the original terms of an Award if the related event does not actually occur.

13.2 Alternative Awards. Notwithstanding Section 13.1, no cancellation, acceleration of exercisability, vesting, cash settlement or other payment shall occur with respect to any Award, other than a Section 409A Award, if the Committee reasonably determines in good faith prior to the occurrence of a Change in Control that such Award or class of Awards shall be honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”) by the acquiring entity (or the parent or a

subsidiary of such entity) immediately following the Change in Control, provided that any such Alternative Award must:

(a) be based on stock which is traded on an established securities market, or which will be so traded within 60 days following the Change in Control;

(b) provide such Eligible Director with rights and entitlements substantially equivalent to or better than the rights and entitlements applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment;

(c) have substantially equivalent economic value to such Award (determined by the Committee as constituted immediately prior to the Change in Control, in its sole discretion, promptly after the Change in Control); and

(d) satisfy the requirements of Section 1.409A-1(b)(v)(D) of the Treasury Regulations.

13.3 Other Changes in Control. With respect to the occurrence of any Change in Control other than a Change in Control described in Section 13.1 above, any conditions on an Eligible Director’s rights under, or any restrictions on transfer or exercisability applicable to, an Award that is outstanding as of the time of such Change in Control, shall be determined in accordance with the terms and conditions of the applicable Award Agreement.

Section 14. Amendment and Modification of Plan

The Board may at any time terminate or suspend the Plan, and from time to time may amend or modify the Plan, provided, however, that any amendment which would (i) increase the number of shares available for issuance, (ii) reprice, replace or regrant Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Option or Stock Appreciation Right or exchange underwater Options or Stock Appreciation Rights for other awards, Common Stock, cash or other property or (iii) materially modify the requirements for eligibility to participate in the Plan expand the types of Awards that may be granted under the Plan, shall be subject to the approval of the Company’s stockholders. No action of the Board may, without the consent of an Eligible Director, alter or impair such Eligible Director’s rights under any previously granted Award. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Board may amend the Plan and the Board or Committee may amend any outstanding Award Agreement, in each case in its sole and absolute discretion and without the consent of an Eligible Director or approval of the Company’s stockholders, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of implementing Section 5.5 or Section 13 or conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409 of the Code and all applicable guidance promulgated thereunder.

Section 15. Non-Exclusivity

Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the

power of the Board to adopt such other compensatory arrangements as it may deem desirable, including, without limitation, payments of cash amounts related to the tax liabilities arising directly or indirectly from the issuance of Shares with respect to an Eligible Director hereunder.

Section 16. General Provisions

16.1 Nontransferability of Awards. Unless the Committee or the Company’s Vice President, Human Resources and Vice President and General Counsel shall permit an Award to be transferred by an Eligible Director to an Eligible Director’s family member for estate planning purposes or to a trust, partnership, corporation or other entity established by the Eligible Director for estate planning purposes, on such terms and conditions as the Committee or such officers may specify, no Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All rights with respect to any Award granted to an Eligible Director under the Plan shall be exercisable by the transferee only for as long as they could have been exercisable by such Eligible Director. If any Award is transferred to a family member, trust, partnership, corporation or other entity as contemplated by the first sentence hereof, all references herein and in the applicable Award Agreement to the Eligible Director shall be deemed to refer to such permitted transferee, other than any such references with respect to the personal status of the Eligible Director.

16.2 No Right to Serve as a Director. This Plan shall not impose any obligations on the Company to retain any Eligible Director as a director nor shall it impose any obligation on the part of any Eligible Director to remain as a director of the Company.

16.3 No Right to Particular Assets. Nothing contained in this Plan and no action taken pursuant to this Plan shall create or be construed to create a trust of any kind or any fiduciary relationship between the Company and any Eligible Director, the executor, administrator or other personal representative or designated beneficiary of such Eligible Director, or any other persons. Any reserves that may be established by the Company in connection with this Plan shall continue to be held as part of the general funds of the Company, and no individual or entity other than the Company shall have any interest in such funds until paid to an Eligible Director or his beneficiary. To the extent that any Eligible Director or his executor, administrator or other personal representative, as the case may be, acquires a right to receive any payment from the Company pursuant to this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.

16.4 Beneficiary Designation. Each Eligible Director under the Plan may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be exercised in case of his death. Each designation will revoke all prior designations by the same Eligible Director, shall be in a form prescribed by the Company, and will be effective only when filed by the Eligible Director in writing with the Company during his lifetime. In the absence of any such designation, benefits remaining unpaid or Awards outstanding at the Eligible Director’s death shall be paid to or exercised by the Eligible Director’s surviving spouse, if any, or otherwise to or by his estate.

16.5 Notices. Each Eligible Director shall be responsible for furnishing the Company with the current and proper address for the mailing of notices and delivery of agreements and Shares. Any notices required or permitted to be given shall be deemed given if directed to the person to whom addressed at such address and mailed by regular United States mail, first-class and prepaid, or by any recognized international equivalent, if any item mailed to such address is returned as undeliverable to the addressee, mailing will be suspended until the Eligible Director furnishes the proper address.

16.6 Severability of Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provision had not been included.

16.7 Incapacity. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receiving such benefit shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Board, the Committee, the Company and other parties with respect thereto.

16.8 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of this Plan and shall not be employed in the construction of this Plan.

16.9 Requirements of Law. The granting of Awards and the issuance of shares of Common Stock shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be appropriate or required, as determined by the Committee.

16.10 Governing Law. The Plan, and all Award Agreements hereunder, shall be construed and enforced according to the laws of the State of Delaware, without regard to principles of conflicts of laws.

16.11 Securities Law Compliance. Instruments evidencing Awards may contain such other provisions, not inconsistent with the Plan, as the Committee deems advisable to comply with applicable securities laws. The Committee may delay an Eligible Director’s right to exercise an Option or Stock Appreciation Right or otherwise delay the issuance of any shares of Common Stock hereunder if it reasonably anticipates that such exercise or the issuance of such shares would violate any applicable securities laws.

16.12 Code Section 409A Compliance. The Company intends the Plan and any Section 409A Award to comply with Section 409A of the Code and the Treasury Regulations promulgated thereunder, and the Plan and any Award Agreement respecting such Award shall be administered in accordance with such intent.

16.13 Successors and Assigns. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business or assets of the Company, and the Plan and the Award Agreements hereunder shall be binding on all successors and assigns

of an Eligible Director, including, without limitation, the estate of such Eligible Director and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Eligible Director’s creditors.

Exhibit 10.2

RESTRICTED STOCK UNIT AWARD AGREEMENT

pursuant to

LEXMARK INTERNATIONAL, INC.

2005 NONEMPLOYEE DIRECTOR STOCK PLAN

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement") between Lexmark International, Inc., a Delaware corporation (the "Company"), and the person specified on the signature page hereof (the "Grantee") is entered into as of the __ day of __, __ (the "Grant Date") pursuant to the Lexmark International, Inc. 2005 Nonemployee Director Stock Plan, as the same may be amended from time to time (the "Plan"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Plan.

WHEREAS, the Grantee is a member of the Board of Directors of the Company (the “Board”), who is not also an officer or employee of the Company or one of its Subsidiaries or affiliated with any stockholder of the Company holding 5% or more of the Company’s equity securities, and the Committee has determined that it would be to the advantage and in the interest of the Company to grant the restricted stock unit award provided for herein to the Grantee as an inducement to the Grantee to remain in the service of the Company and the Subsidiaries and as an incentive to the Grantee to devote his or her best efforts and dedication to the performance of such services and to maximize shareholder value; and

WHEREAS, the Grantee desires to accept from the Company the grant of the restricted stock units evidenced hereby on the terms and subject to the conditions herein;

NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions set forth herein and in the Plan, the parties hereto hereby covenant and agree as follows:

Restricted Stock Unit Award.

(a)

Restricted Stock Unit Award. The Company hereby grants to the Grantee, effective as of the date hereof and on the terms and conditions herein, the number of restricted stock units set forth on the signature page hereof, each representing the Grantee's right to receive one share of Common Stock at the time or times provided for in Section 3 hereof, subject to the terms and conditions described herein (the "Restricted Stock Units" or "Units").

(b)

2005 Nonemployee Director Stock Plan. This Agreement is subject in all respects to the terms of the Plan, all of which terms are made a part of and incorporated in this Agreement by reference. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. The Grantee hereby acknowledges that copies of the Plan may be obtained from the Vice President of Human Resources and agrees to comply with and be bound by all of the terms and conditions thereof.

(c)

Establishment of Account. No shares of Common Stock will be issued on the date of grant of the Restricted Stock Units and the Company shall not be required to set aside a fund for the payment of any such Units. The Company will establish a separate account for the Grantee and will record in such account the number of Restricted Stock Units awarded to the Grantee and, to the extent applicable, the Dividend Equivalents provided for in Section 3(b) hereof.

2. Vesting and Settlement of Restricted Stock Units.

(a)

Vesting and Settlement. The Restricted Stock Units will become vested in whole on the sixth anniversary of the Grant Date, or such other date as determined by the Committee (the "Vesting Date"), subject to the Grantee's continuous service as a member of the Board from the Grant Date to the Vesting Date. After the Restricted Stock Units have become vested pursuant to the terms of this Agreement, they shall settle upon the termination of Grantee’s status as a member of the Board (“the Settlement Date”).

(b)

Acceleration. The Committee may, in its discretion, accelerate the vesting of all or any portion of the Restricted Stock Units or waive any conditions to the vesting of such Restricted Stock Units; provided, however, the Committee shall not accelerate the Settlement Date, unless otherwise permitted under Code Section 409A or the Treasury Regulations issued thereunder.

(c)

Termination of Status as a Board Member. In the event of the Grantee's termination of service as a member of the Board prior to the Vesting Date, for any reason other than death or disability (as defined in Code Section 409A and the Treasury Regulations issued thereunder), the Grantee shall immediately forfeit all rights with respect to any Restricted Stock Units (and Dividend Equivalents) which have not yet vested in accordance with the provisions of Section 2(a) of this Agreement. The Restricted Stock Units shall become 100% vested in the event of the Grantee’s termination of service as a member of the Board due to death or disability.

Payment of Restricted Stock Unit Award.

(a)

Payment. On, or as soon as reasonably practicable after, the Settlement Date, the Company shall direct its stock transfer agent to make (or to cause to be made) an appropriate book entry in the Company's stock transfer books and records reflecting the transfer to the Grantee, and the Grantee's ownership, of one share of Common Stock for each Restricted Stock Unit that shall have become vested and settled on such Settlement Date. No payment will be required to be made by the Grantee upon the delivery of such shares of Common Stock.

(b)

Dividend Equivalents. The Company will credit to the bookkeeping account of the Grantee a number of units in an amount equal to (i) the dividend amount per share of Common Stock multiplied by the number of Restricted Stock Units outstanding under this Agreement as of the dividend record date, divided by (ii) the closing price of Common Stock on the dividend payment, rounded down to the nearest whole share

("Dividend Equivalent Units"). Dividend Equivalent Units in respect of Restricted Stock Units that shall have become vested pursuant to the terms of this Agreement shall be payable to the Grantee on the Settlement Date.

Transferability. Unless otherwise provided in accordance with the provisions of the Plan, the Restricted Stock Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee, other than by will or the laws of descent and distribution. The term "Grantee" as used in this Agreement shall include any permitted transferee of the Restricted Stock Units as provided in Section 16.1 of the Plan.

Adjustment in Capitalization.

(a)

The aggregate number of shares of Common Stock covered by the Restricted Stock Units granted hereunder shall be proportionately adjusted to reflect, as deemed equitable and appropriate by the Committee, an Adjustment Event.

(b)

Any shares of stock (whether Common Stock, shares of stock into which shares of Common Stock are converted or for which shares of Common Stock are exchanged or shares of stock distributed with respect to Common Stock) or cash or other property received or credited to the account of the Grantee with respect to the Restricted Stock Units as a result of any Adjustment Event, any distribution of property or any merger, consolidation, reorganization, liquidation, dissolution or other similar transaction shall, except as otherwise provided by the Committee, be subject to the same terms and conditions, including restrictions on transfer, as are applicable to the Restricted Stock Units with respect to which such shares, cash or other property is received or so credited and stock certificate(s), if any, representing or evidencing any shares of stock or other property so received shall be legended as appropriate.

Preemption by Applicable Laws and Regulations. Notwithstanding anything in the Plan or this Agreement to the contrary, the issuance of shares of Common Stock hereunder shall be subject to compliance with all applicable U.S. federal, state and non-U.S. securities laws. Without limiting the foregoing, if any law, regulation or requirement of any governmental authority having jurisdiction shall require either the Company or the Grantee (or the Grantee's beneficiary or estate) to take any action in connection with the issuance of any shares of Common Stock hereunder, the issuance of such shares shall be deferred until such action shall have been taken to the satisfaction of the Company.

Interpretation; Construction. All of the powers and authority conferred upon the Committee pursuant to any term of the Plan or the Agreement shall be exercised by the Committee, in its sole discretion. All determinations, interpretations or other actions made or taken by the Committee pursuant to the provisions of the Plan or the Agreement shall be final, binding and conclusive for all purposes and upon all persons and, in the event of any judicial review thereof, shall be overturned only if arbitrary and capricious. The Committee may consult with legal counsel, who may

be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.

Amendment. The Committee shall have the right, in its sole discretion, to alter or amend this Agreement, from time to time, in any manner for the purpose of promoting the objectives of the Plan, provided that, except as otherwise provided in the Plan, no such amendment shall impair the Grantee's rights under this Agreement without the Grantee's consent. Subject to the preceding sentence, any alteration or amendment of this Agreement by the Committee shall, upon adoption thereof by the Committee, become and be binding and conclusive on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Company shall give written notice to the Grantee of any such alteration or amendment of this Agreement as promptly as practicable after the adoption thereof. This Agreement may also be amended by a writing signed by both the Company and the Grantee.

No Rights as a Stockholder. Except as provided by the Plan, the Grantee shall have no rights as a stockholder with respect to the Restricted Stock Units prior to the date as of which the shares of Common Stock covered thereby are transferred to the Grantee in accordance with Section 3(a) hereof.

10.

Miscellaneous.

(a)

Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if mailed by regular United States mail, first-class and prepaid, or by any recognized international equivalent of such delivery, to the Company or the Grantee, as the case may be, at the following addresses or to such other address as the Company or the Grantee, as the case may be, shall specify by notice to the others delivered in accordance with this Section 10(a):

(i)

if to the Company, to it at:

One Lexmark Centre Drive

740 West New Circle Road

Lexington, KY 40550

Attention: Secretary

(ii)

if to the Grantee, to the Grantee at the address set forth on the signature page hereof.

All such notices and communications shall be deemed to have been received on the date of delivery or on the third business day after the mailing thereof.

(b)

respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(c)

Waiver. Any party hereto may by written notice to the other party (i) extend the time for the performance of any of the obligations or other actions of the other party under this Agreement, (ii) waive compliance with any of the conditions or covenants of the other party contained in this Agreement and (iii) waive or modify performance of any of the obligations of the other party under this Agreement, provided any of such actions are not inconsistent with Code Section 409A and the Treasury Regulations issued thereunder. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party to exercise any right or privilege hereunder shall be deemed a waiver of such party's rights or privileges hereunder or shall be deemed a waiver of such party's rights to exercise the same at any subsequent time or times hereunder.

(d)

Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Grantee without the prior written consent of the other party.

(e)

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws and excluding any conflict or choice of law rule or principle that may otherwise refer construction or interpretation of the Plan or this Agreement to the substantive law of another jurisdiction.

(f)

Jurisdiction. The Grantee hereby irrevocably and unconditionally submits to the jurisdiction and venue of the state courts of the Commonwealth of Kentucky and of the United States District Court of the Eastern District of Kentucky located in Fayette County, Kentucky, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereby irrevocably agree that all claims in respect of any such action or proceeding may be heard and determined in such Kentucky state or United States federal courts located in such jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Grantee further agrees that any action related to, or arising out of, this Agreement

shall only be brought by Grantee exclusively in the federal and state courts located in Fayette County, Kentucky. Nothing in this Agreement shall affect any right that the Company may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction.

(g)

Severability. If any provision of this Agreement or the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions of this Agreement or the Plan, and the Agreement and the Plan shall be construed and enforced as if such provision had not been included.

(h)

Survival. Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect.

(i)

Internal Revenue Code Section 409A. The Company intends for this Agreement to comply with the provisions of Section 409A of the Code and Treasury Regulations promulgated thereunder. Notwithstanding Section 9 hereof, the Company reserves the right to amend this Agreement to comply with Section 409A of the Code without the Grantee’s consent.

(j)

Section and Other Headings, Etc. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(k)

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

* * * * *

IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the date first above written.

	LEXMARK INTERNATIONAL, INC.


	_________________________________



	GRANTEE


	_________________________________
	(Sign Here)


	Name:


	Address of the Grantee:
	Number of Restricted Stock Units: Granted on:

Exhibit 10.3

RESTRICTED STOCK UNIT AWARD AGREEMENT

pursuant to

LEXMARK INTERNATIONAL, INC.

2005 NONEMPLOYEE DIRECTOR STOCK PLAN

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement") between Lexmark International, Inc., a Delaware corporation (the "Company"), and [DIRECTOR] (the "Grantee") is entered into as of the ________ day of ___________, _______ (the "Grant Date") pursuant to the Lexmark International, Inc. 2005 Nonemployee Director Stock Plan, as amended and restated, effective April 21, 2015, and as the same may be amended from time to time (the "Plan"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Plan.

WHEREAS, the Grantee desires to accept from the Company the grant of the restricted stock units evidenced hereby on the terms and subject to the conditions herein;

NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions set forth herein and in the Plan, the parties hereto hereby covenant and agree as follows:

1.	Restricted Stock Unit Award.

(a)

(b)

(c)

Establishment of Account. No shares of Common Stock will be issued on the date of grant of the Restricted Stock Units and the Company shall not be required to set aside a fund for the payment of any such Units. The Company will establish a separate bookkeeping account for the Grantee and will record in such account the number of Restricted Stock Units awarded to the Grantee and, to the

extent applicable, the Dividend Equivalent Units provided for in Section 3(b) hereof.

2.	Vesting and Settlement of Restricted Stock Units.

(a)

Vesting and Settlement. The Restricted Stock Units, including associated Dividend Equivalent Units, shall become 100% vested on __________,_____ (the "Vesting Date"), subject to the Grantee's continuous service as a member of the Board of Directors of the Company from the Grant Date to the Vesting Date. After the Restricted Stock Units, including associated Dividend Equivalent Units, have become vested pursuant to the terms of this Agreement, they shall settle on the earlier of (i) the fifth anniversary of the Grant Date or (ii) the Grantee’s separation from service as a member of the Board (the “Settlement Date”); provided, however, in the event of the Grantee’s death, any unsettled vested Restricted Stock Units, including associated Dividend Equivalent Units, shall be settled as soon as practicable after the date of the Grantee’s death.

(b)

Acceleration. The Committee may, in its discretion, accelerate the vesting of all or any portion of the Restricted Stock Units or waive any conditions to the vesting of such Restricted Stock Units; however, the Committee shall not accelerate a Settlement Date, unless otherwise permitted under Code Section 409A or the Treasury Regulations issued thereunder.

(c)

Termination of Status as a Board Member. In the event of the Grantee's termination of service as a member of the Board prior to the Vesting Date, for any reason other than death or disability (as defined in Code Section 409A and the Treasury Regulations issued thereunder), the Grantee shall immediately forfeit all rights with respect to any Restricted Stock Units, including associated Dividend Equivalent Units, which have not yet vested in accordance with the provisions of Section 2(a) of this Agreement. The Restricted Stock Units, including associated Dividend Equivalent Units, shall become 100% vested in the event of the Grantee’s termination of service as a member of the Board due to death or disability.

(d)

Deferred Settlement. The Grantee may elect to defer any Settlement Date set forth in Section 2(a), subject to the terms and conditions set forth in Section 9.6 of the Plan.

3.	Payment of Restricted Stock Unit Award.

(a)

Payment. On, or as soon as reasonably practicable after, each Settlement Date, the Company shall direct its stock transfer agent to make (or to cause to be made) an appropriate book entry in the Company's stock transfer books and records reflecting the transfer to the Grantee, and the Grantee's ownership, of one share of Common Stock for each vested Restricted Stock Unit and Dividend Equivalent Unit that shall have become settled on such Settlement Date. No payment will be required to be made by the Grantee upon the delivery of such shares of Common Stock.

(b)

Dividend Equivalents. The Company will credit to the bookkeeping account of the Grantee a number of units in an amount equal to (i) the dividend amount per

share of Common Stock multiplied by the number of Restricted Stock Units outstanding under this Agreement as of the dividend record date, divided by (ii) the closing price of Common Stock on the dividend payment, rounded down to the nearest whole share ("Dividend Equivalent Units"). Dividend Equivalent Units in respect of Restricted Stock Units that shall have become vested pursuant to the terms of this Agreement shall be payable to the Grantee on the Settlement Date.

Transferability. Unless otherwise provided in accordance with the provisions of the Plan, the Restricted Stock Units, including associated Dividend Equivalent Units, may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee, other than by will or the laws of descent and distribution. The term "Grantee" as used in this Agreement shall include any permitted transferee of the Restricted Stock Units as provided in Section 16.1 of the Plan.

5.	Adjustment in Capitalization.

(a)

The aggregate number of shares of Common Stock covered by the Restricted Stock Units, including associated Dividend Equivalent Units, granted hereunder shall be proportionately adjusted to reflect, as deemed equitable and appropriate by the Committee, an Adjustment Event.

(b)

Any shares of stock (whether Common Stock, shares of stock into which shares of Common Stock are converted or for which shares of Common Stock are exchanged or shares of stock distributed with respect to Common Stock) or cash or other property received or credited to the account of the Grantee with respect to the Restricted Stock Units, including associated Dividend Equivalent Units, as a result of any Adjustment Event, any distribution of property or any merger, consolidation, reorganization, liquidation, dissolution or other similar transaction shall, except as otherwise provided by the Committee, be subject to the same terms and conditions, including restrictions on transfer, as are applicable to the Restricted Stock Units with respect to which such shares, cash or other property is received or so credited and stock certificate(s), if any, representing or evidencing any shares of stock or other property so received shall be legended as appropriate.

The Committee may consult with legal counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.

No Rights as a Stockholder. Except as provided by the Plan, the Grantee shall have no rights as a stockholder with respect to the Restricted Stock Units and Dividend Equivalent Units prior to the date as of which the shares of Common Stock covered thereby are transferred to the Grantee in accordance with Section 3(a) hereof.

10.	Miscellaneous.

(a)

(i)

(ii)

if to the Company, to it at:

One Lexmark Centre Drive

740 West New Circle Road

Lexington, KY 40550

Attention: Secretary

if to the Grantee, to the Grantee at the address set forth on the signature page hereof.

All such notices and communications shall be deemed to have been received on the date of delivery or on the third business day after the mailing thereof.

(b)

Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Section and Other Headings, Etc. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(k)

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

* * * * *

IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the date first above written.

	LEXMARK INTERNATIONAL, INC.





	GRANTEE



	(Sign Here)


	Name:


	Address of the Grantee:
	Number of Restricted Stock Units: ______ Granted on: __________

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Form 8-K LEXMARK INTERNATIONAL For: Apr 24

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