Lexmark International Inactive 10-K2009 FY Annual report

Filed: 26 Feb 10, 12:00am

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New words: AA, AAA, accrete, accreted, addressed, adhere, African, airport, andForm, argument, ASC, asCurrent, assetsandAccrued, assetsandOther, assetsin, ASU, ASUNo, attrition, authentication, automate, awaiting, BB, bifurcated, bolstered, book, booklet, boost, breach, breadth, browser, burden, busy, buyer, byTrade, California, cancelled, cap, capacitive, circumstance, cleanup, closer, Codification, comfortably, Commingled, comparison, configured, consecutive, contrast, corroborate, corroborated, corroboration, counterclaim, covenant, creditor, criminal, decommissioning, deliverable, demonstrating, deployment, depth, derecognizing, devaluation, disaggregation, discovery, disk, displace, distinct, documentary, drawer, driver, Duo, earningsand, earningsdecreased, earningsin, earningson, ECM, EMEA, encrypted, English, equipmentfor, ERP, exclusiveLexmark, exhaustion, exhibit, expedient, expert, extra, fewer, floor, foot, footnote, forfeiture, frame, front, gave, great, guarantee, handy, hard, history, honor, ideal, IEEE, implicit, impressive, inch, incorrectly, injury, inNet, inOtheroffset, instance, Interact, intoProperty, invalidate, investee, invoke, invoked, IQ, label, land, legacy, liabilitiescollectively, liabilitiesincluding, liable, LIBO, Los, lossfor, lossrepresenting, LowerNet, machine, machinery, magnitude, maker, mandatory, matter, meaningful, methodology, midsize, misleading, modification, Molina, mono, MPS, MSRP, multicurrency, Muni, Mutual, myTouch, nettotal, newly, nonauthoritative, noncredit, nonrecognized, nonsoftware, Notice, OTTI, outlier, outlined, overhead, payablebalance, petition, phase, Platinum, preloaded, prepayment, Prestige, procedural, Pronouncementswithin, prove, proving, qualitative, quantitative, quantitatively, Rand, rapid, rational, reader, ready, realty, recession, recipient, reconsider, referenced, remedial, remediation, remove, removed, reserved, residual, revenuein, Ron, router, run, Sagem, satisfaction, secondary, Securitiesand, securitiesconsisted, securitieshad, securitieson, sending, sequential, sewer, sharp, shortened, similarly, simple, stabilize, stackable, standalone, study, suit, Super, Superior, switched, systematic, tabular, tap, theForm, thereof, throughRetained, timeframe, toAccumulated, tooling, toother, Topic, toRecent, TPE, tranche, transform, trial, trust, undelivered, understood, undertook, unused, vacation, versatility, Vizix, VSOE, web, wholly, worst

Removed: assistance, bring, campaign, Chihuahua, commonality, communicable, Compustat, contingent, disease, dual, earned, EITF, enhancement, ESPP, expansion, experiencing, FIN, force, format, fractional, froze, highlighting, holiday, immateriality, initiative, interpretation, IssueNo, lesser, lifetime, long, matching, Mita, month, neutralize, nonqualified, outbreak, outdoor, payroll, pigmented, promotion, proposition, purported, put, qualified, radio, reinvestment, repricing, resetting, restated, stay, Task, television, top, welfare, Western, widespread

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Exhibit 10.45

Director Compensation Policy

The following table sets forth the compensation payable to nonemployee directors of Lexmark International, Inc.:


Annual Retainer Fee	$	50,000
Presiding Director Annual Retainer Fee	$	10,000
Annual Chair Retainer Fee – Finance and Audit Committee	$	15,000
Annual Chair Retainer Fee – Other Committees	$	10,000
Daily Board Meeting Attendance Fee	$	2,500
Committee Meeting Attendance Fees(if held other than on a Board Meeting date)
Finance and Audit Committee	$	2,500
Other Committees	$	2,000
Telephonic Meeting Attendance Fee	$	750
Initial Equity Award(Restricted Stock Units)	$	150,000
Annual Equity Award(Restricted Stock Units)	$	100,000

Terms of Equity Awards

Initial Equity Award (Restricted Stock Units)

	•		Grant Date: Date of Election to the Board

	•		Number of RSUs: Face value of award divided by the closing price of Lexmark Class A Common Stock on the last day of the prior fiscal year, rounded up to the nearest whole share

	•		Vesting: 100% vested on the sixth anniversary of the Grant Date

	•		Settlement: On termination of status as a Board member

Annual Equity Award (Restricted Stock Units)

	•		Grant Date: Annual Meeting of Stockholders

	•		Number of RSUs: Face value of award divided by the closing price of Lexmark Class A Common Stock on the Grant Date, rounded up to the nearest whole share

	•		Vesting: 100% vested on the date immediately preceding the next Annual Meeting of Stockholders

	•		Settlement: 34% on the second anniversary of the date of grant and 33% on each of the third and fourth anniversaries of the date of grant

Deferred Stock Units:Pursuant to the terms of the Lexmark International, Inc. 2005 Nonemployee Director Stock Plan, each nonemployee director may defer his or her retainer and/or meeting fees into Deferred Stock Units based on the fair market value of Lexmark Class A Common Stock on the date of deferral. The Deferred Stock Units are eligible for settlement initially on June 30th in the fifth year following the date of grant.