Link To Annual Report. Directions to the Wright Conference Center are included on the back inside cover of this proxy statement. The proxy statement contains three proposals from our Board of Directors: The Board encourages you to vote FOR each of these proposals. Your vote is important. Whether or not you plan to attend the meeting, please vote as soon as possible.

You may vote your shares by Internet at www. Specific instructions for these voting alternatives are contained on the proxy or voting instruction card. Chairman of the Board. Regarding the Availability of Proxy Materials. The enclosed proxy materials and access to the Proxy Voting Site are also available to you on the Internet.

You are encouraged to review all of the information contained in the proxy materials before voting. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING. Why am I receiving these materials? Where can I obtain financial information about Leggett? What business will be voted on at the annual meeting? How does the Board recommend that I vote?

What shares can I vote? How do I submit my vote? Can I change my vote? How many votes are needed to conduct business at the annual meeting? How are votes counted? Who pays the cost of soliciting votes at the annual meeting?

Where can I find the voting results of the annual meeting? What should I do if I receive more than one set of proxy materials? How may I obtain another set of proxy materials? How do I elect to receive online proxy materials instead of paper copies? Director Independence and Presiding Director. Communications with the Board. Board and Committee Composition and Meetings.

Consideration of Director Nominees. Review of Related Person Transactions. PROPOSALS TO BE VOTED ON. Grants of Plan-Based Awards in Outstanding Equity Awards at Fiscal Year End. Option Exercises and Stock Vested in Page Pension Benefits in Non-Qualified Deferred Compensation in Potential Payments Upon Termination or Change in Control. Security Ownership of Directors and Executive Officers. Security Ownership of Certain Beneficial Owners.

As a Leggett shareholder, you are entitled and encouraged to vote on the items of business presented in these proxy materials. You are invited to attend the annual meeting, but you do not have to attend to be able to vote. Information on our website does not constitute part of this proxy statement. Shareholders will vote on the following business items at the annual meeting: The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for The amendment and restatement of the Flexible Stock Plan.

Any other business that is properly brought before the meeting. The Board recommends that you vote: FOR each of the director nominees.

FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for FOR the amendment and restatement of the Flexible Stock Plan. On the Record Date, we had , shares of common stock issued and outstanding. You may vote all shares of Leggett common stock you owned on the Record Date. If you hold shares in a brokerage account or through some other nominee, you are considered the beneficial owner of the shares held in street name, and these proxy materials were forwarded to you from the broker, trustee or nominee, together with a voting instruction card.

As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote your shares by proxy. Although you are invited to attend the annual meeting, you may not vote these shares in person unless you obtain a legal proxy from the broker, trustee or nominee.

You may vote your shares by any of the options listed on the voting instruction card. You will need to complete and return the voting instruction form to vote these shares Internet voting is not available.

Generally, you may vote by Internet at www. If you vote by Internet, you do not need to return the proxy or voting instruction card. You will need to have your proxy or voting instruction card in hand if you vote by Internet. Specific voting instructions are found on the proxy card or voting instruction card included with this proxy statement.

If you hold shares as the beneficial owner, you may change your vote by submitting new voting instructions to your broker, trustee or other nominee or, if you have obtained a legal proxy from your broker, trustee or nominee, by voting in person at the annual meeting. A majority of the outstanding shares of common stock entitled to vote must be present at the annual meeting, or represented by proxy, in order to meet the quorum requirement to transact business.

Both abstentions and broker non-votes described in the following question are counted for the purpose of determining a quorum. If a quorum is not present, the annual meeting will be adjourned for not more than 90 days to reach a quorum.

In the election of directors, you may vote for all of the nominees or withhold your vote for one or more of the nominees. For the other proposals, you may vote for, against or abstain. An abstain vote has the same effect as a vote against the proposal.

Stock-Based Compensation Plans - Bridges & Dunn-Rankin, LLP

For a director to be elected or a proposal to be approved, our bylaws require the affirmative vote of a majority of those shares present and entitled to vote. If we do not receive voting instructions for shares held in the Stock Bonus Plan or k Plan, the plan trustees will vote those shares in accordance with the recommendation of their respective investment committees. Leggett is making this solicitation and will pay the entire cost of preparing, assembling, printing, and mailing these proxy materials to solicit votes for the annual meeting.

Upon request, we will also reimburse brokers and other nominees for forwarding proxy and solicitation materials to shareholders. If you choose to access proxy materials or vote by Internet, you are responsible for any Internet access charges you may incur.

We have engaged Georgeson Inc. If necessary to assure sufficient representation at the meeting, employees of the Company, at no additional compensation, may request the return of proxies. We will announce preliminary voting results at the annual meeting and issue a press release immediately following the meeting. We will publish the final vote count in our quarterly report on Form Q for the second quarter of You may receive multiple sets of proxy materials if you hold shares in more than one brokerage account or if you are a shareholder of record and have shares registered in more than one name.

Please vote the shares on each proxy card or voting instruction card you receive. Each shareholder at a given address will receive a separate proxy card. If you no longer wish to participate in householding, you must provide written notification to Computershare to revoke your consent. Many brokerage firms participate in householding as well. If you have a householding request for your brokerage account, please contact your broker. In addition, you can access a complete set of proxy materials, which include the Notice of Meeting, Proxy Statement, and Annual Report to Shareholders including Form K on the Internet at www.

To ensure that you receive multiple copies in the future, please contact Computershare at the number or address in the preceding question to withhold your consent for householding. Registered shareholders can save the Company the expense of mailing printed proxy materials by consenting to receive them in electronic format instead.

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You can choose this option by completing the required information at either www. Your choice will remain in effect until you revoke it. By choosing to receive the annual meeting materials online, you are also agreeing that the online notice of the annual meeting is equivalent to the personal delivery of written notice.

IRC Section A Discounted Stock Options Tax Rules Deferred Compensation

If you choose this option, you will receive an e-mail notice prior to the next annual meeting that will provide the links to the annual meeting materials online. This e-mail notice will also provide instructions to vote your proxy online. You may later revoke your consent or specifically request that hard copy proxy materials be sent to you.

To change or revoke your consent, follow the instructions on www. To be properly brought before the meeting, all shareholder actions must comply with our bylaws, as well as SEC requirements under Regulation 14A.

We will determine whether to include a proposal in the proxy statement in accordance with SEC rules governing the solicitation of proxies. Shareholder Proposal Not Included in Proxy Statement. The bylaw requirements also apply in determining whether notice is timely under SEC rules relating to the exercise of discretionary voting authority. Director Nominee Included in Proxy Statement. Director Nominee Not Included in Proxy Statement. Leggett has a long-standing commitment to sound corporate governance principles and practices.

The Board has adopted Corporate Governance Guidelines that establish the roles and responsibilities of the Board and Company management. These documents are published on our website at www. The Categorical Standards are attached to this proxy statement as Appendix A and are published on our website at www.

A director who meets all of the Categorical Standards will be presumed to be independent, but the Board reviews all relevant facts and circumstances of a relationship covered by the standards and, based upon such review, may determine that a director is not independent. The Board also determines the independence of any director with a relationship to the Company that is not covered by the Categorical Standards. In connection with its annual review, the Board. In particular, for director McClanathan, the Board considered Company purchases from Mr.

Based on its review, the Board has affirmatively determined that all of its non-management directors, except former CEOs Harry M. See the table on page 9 for a complete list of the independent directors.

The Board found no business or other relationship involving an independent director and the Company that did not fit within the Categorical Standards or that presented any potential conflict to independence. In accordance with the Corporate Governance Guidelines, non-management directors regularly hold executive sessions without management present. At least one executive session per year is attended by only independent non-management directors.

The Board has chosen Richard T. Fisher as the Presiding Director for meetings of the independent non-management directors. As Presiding Director, Mr. Fisher also makes at least two additional visits to Company sites per year and is available to the Chairman of the Board and Chief Executive Officer for consultation as needed. Shareholders and other interested parties may write to the Board by e-mail at presidingdirector leggett. Shareholder communications can also be addressed to: BoxCarthage, MO Fisher all communications except items unrelated to the functions of the Board of Directors for example, advertisements and junk mail.

In his discretion, Mr. Fisher may forward communications to the full Board or to any or all of the independent directors for further consideration. The Board held seven meetings inand its committees met the number of times listed in the table below. The membership and function of each of the committees are described below. The Board also has an Executive Committee composed of Richard Fisher ChairDavid Haffner and Maurice Purnell.

With the exception of the Executive Committee, each committee is composed entirely of independent directors and operates under a written charter adopted by the Board. The committee charters are published in the Corporate Governance section of our website at www.

Number of Meetings in All Audit Committee members meet the higher independence standard for audit committee service under NYSE and SEC rules and are financially literate, as defined by NYSE rules. The Audit Committee assists the Board in the oversight of: We have posted on our website and corporate intranet a procedure for employees and others to confidentially report to the Audit Committee any questionable accounting, internal control, or auditing matters. The Vice President of Internal Audit has a direct reporting relationship to the Audit Committee and is responsible for receiving, processing, and maintaining records of the reports.

The Committee conducts a comprehensive review of executive officer compensation each year in March, prior to approving any salary increases. The Committee also periodically reviews cash and equity compensation for directors and recommends any director compensation changes to the full Board for approval.

The Committee may hire outside compensation consultants as needed for the proper discharge of its duties, but it did not use any outside consulting services in connection with executive or director compensation decisions in Review and comment on a draft of the executive compensation tabular and narrative disclosure.

In the case of new director candidates, the Committee first determines whether the nominee must be independent under NYSE rules, then identifies any special needs of the current Board. The Committee will consider individuals recommended by Board members, Company management, shareholders and, if it deems appropriate, a professional search firm.

The Board of Directors may also consider candidates to fill a vacancy in the Board outside of the Annual Shareholder Meeting process.

The Committee will use the same criteria as are used to evaluate a director nominee to be elected by shareholders. In the event of a vacancy to be filled by the Board, the Committee will recommend one or more candidates for election and proxies will not be solicited.

The Committee seeks to identify and recruit the best available candidates. Qualified candidates will be considered without regard to race, color, religion, sex, ancestry, national origin or disability. The Committee believes director candidates should have the following minimum qualifications: A commitment to the long-term growth and profitability of the Company.

A willingness and ability to make a sufficient time commitment to the affairs of the Company in order to effectively perform the duties of a director, including regular attendance at Board and committee meetings. Significant business or public experience relevant and beneficial to the Board and the Company.

Present and anticipated needs of the Board for particular experience or expertise and whether the candidate would satisfy those needs. Requirement for the Board to have a majority of independent directors and whether the candidate would be considered independent.

Accomplishments of each candidate in his or her field. Outstanding professional and personal reputation. Ability to exercise sound business judgment. Breadth of knowledge about issues affecting the Company.

Ability and willingness to contribute special competencies to Board activities. A willingness to assume broad fiduciary responsibility. Any other information that will assist the Committee in evaluating the candidate in accordance with this procedure.

Separate procedures apply if a shareholder wishes to nominate a director candidate for election at a meeting of shareholders. Those procedures, contained in our bylaws, are discussed in the Question and Answer section of this proxy statement on page 6. The Corporate Secretary will determine if it is an Interested Transaction and, if so, will include it for consideration at the next meeting of the appropriate Committee. Approval should be obtained in advance of an Interested Transaction whenever practicable.

If it becomes necessary to approve an Interested Transaction between meetings, the Chair of the Committee is authorized to act on behalf of the Committee. The Chair will provide a report on the matter to the full Committee at its next meeting.

Although the appropriate Committee may review any transaction with a Related Person, the following Interested Transactions are specifically pre-approved and no further action need be taken: Transactions in fulfillment of contractual obligations where the contract or arrangement was previously approved by the Board or a committee of the Board.

Transactions available to all employees generally and conducted on similar terms. Any transaction involving a Related Person where the rates or charges involved are determined by competitive bids. Any transaction with a Related Person involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority. Any transactions with a Related Person involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture or similar services.

Employee compensatory arrangements, other than executive officers, established in the ordinary course of business. Any transaction, contract or arrangement approved by the Board of Directors. Compensation earned in by non-employee directors is set forth in the table below.

The Company also pays for all travel expenses the directors incur to attend Board meetings. Wright was also a non-employee director. If a nominated director fails to receive an affirmative majority of the votes cast in the director election, the director has agreed to submit a resignation to the Board. The Board, in its discretion, may accept the resignation.

Our employment agreements with Mr. Glassman provide that they may terminate the agreement if not elected as a director. See page 50 for a description of the agreements. Bentele, age 71, served as President and Chief Executive Officer of Mallinckrodt, Inc. He serves as a director of The Mosaic Company, a producer of crop nutrient minerals, and AMCON Distributing Company, a distributor of food and beverage products.

He was first elected as a director of the Company in Robert Ted Enloe, III, age 69, has been Managing General Partner of Balquita Partners, Ltd. He also served as President and Chief Executive Officer of Optisoft, Inc. He served as President and Interim CEO of Surgient Networks, Inc. Enloe serves as a director of Silicon Laboratories Inc.

Haffner, age 55, was appointed Chief Executive Officer of the Company in and has served as President of the Company since Haffner serves as a director of Bemis Company, Inc. Haffner was first elected as a director of the Company in Odom, age 55, served as Chairman of the Board and Chief Executive Officer of Software Spectrum, Inc. She is a director of Harte Hanks Inc. Odom was first elected as a director of the Company in Purnell was first elected as a director of the Company in Wood, age 54, currently is Vice Chairman and Chief Financial Officer of Brown-Forman Corporation, a diversified consumer products manufacturer, but she has announced her intention to retire on April 30, She was appointed Vice Chairman in and has served as Chief Financial Officer since She also served as Executive Vice President from to Wood was first elected as a director of the Company in The Board recommends that you vote FOR the election of each of the director nominees.

Even if this selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and our shareholders. PwC representatives are expected to be present at the annual meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate shareholder questions.

The Board recommends that you vote FOR the ratification of the selection of PricewaterhouseCoopers LLP. Since its original adoption inthe Plan has provided for a broad range of equity awards.

In spite of its broad design, we currently use shares almost exclusively for stock options and stock units. How We Use Stock Compensation. Leggett has encouraged and promoted employee stock ownership at all levels of the Company for many years. More than 6, employees contribute their own funds toward the purchase of Company stock under various stock purchase plans.

The ESU Program, offered to more than key managers, is our primary retirement plan for executives. About executives also have the opportunity to defer cash compensation into stock units or stock options under the Deferred Compensation Program. These programs, described in more detail on page 49are a key component in our strategy to tie a significant portion of executive compensation to long-term shareholder return. These awards will vest at the end of a 3-year performance period based on how well the Company performs relative to a peer group of companies.

Our non-employee directors receive a portion of their annual compensation in restricted stock. The restricted stock vests one year after the grant date. Burn Rate and Overhang. Over the last three years, we have maintained an average net burn rate of 1.

We calculate net burn rate as shares covered by new awards during each year, minus shares covered by forfeited or terminated awards, as a percentage of the weighted average common shares outstanding. Our burn rate calculation breaks down as follows: We believe we have been judicious in our use of stock previously authorized by shareholders under the Plan and we are committed to closely monitoring share usage.

Overhang is calculated by adding the current stock awards outstanding and the new awards that could be granted under the plan and dividing that number by the current common shares outstanding. Several factors influence our overhang percentage: Many of the shares we use under our Plan are paid for by employees who choose to defer cash compensation into Company equity under the ESU Program and Deferred Compensation Program.

The consideration paid for these shares reduces the cost of the Plan but is not reflected in the overhang calculation. For financial reporting purposes, we treat stock units in the same manner as issued shares for calculating earnings per share. Because the ESU Program is a retirement program, stock units continue to accrue in employee accounts until they are converted to common stock when the employee retires or terminates employment.

We have a higher than expected number of options outstanding because a large percentage of our options are underwater i. We do not reprice underwater options; therefore, our employees continue to hold the options until they have value or expire underwater. We have been actively repurchasing shares of our common stock. Between the record date for our annual meeting of shareholders and the record date for our annual meeting, we have repurchased more than 12 million shares of our stock.

Our Board of Directors accelerated the repurchase of shares in as part of the extensive restructuring plan announced in late Because the share repurchases reduce the denominator in the overhang calculation, however, they inflate our overhang percentage. We are strongly committed to a culture of stock ownership. Accordingly, we believe the approval of this Restatement is critical to our ability to attract, retain and reward the caliber of employees necessary to achieve superior performance.

In addition to increasing the number of shares authorized for issuance under the Plan, the Restatement: Limits the number of shares that can be used for awards other than options or SARs to 4. Establishes a maximum term of 10 years for options and SARs. Expressly permits options to be exercised by cashless exercise. The following description of the Plan is qualified in its entirety by the full text of the Plan attached to this proxy statement as Appendix C. Awards may be granted to: The number of awards that may be granted to a participant under the Plan is in the discretion of the committee that administers the Plan described below and therefore cannot be determined in advance.

Awards settled in cash do not reduce the number of shares available for grant. If an award expires or is terminated, canceled or forfeited, the shares covered by those awards will again be available for issuance under the Plan.

From and after the Effective Date, the following shares will not become available for issuance under the Plan: Members of the Committee are appointed by the Board.

The Committee has full authority and discretion to: The Board has the sole right and power to amend or terminate the Plan at any time, except that it may not amend the Plan, without approval of Company shareholders, in a manner that would cause options which are intended to qualify as incentive stock options to fail to qualify or in a manner which would violate applicable law. A stock option is the right to acquire shares of common stock at a fixed exercise price for a fixed period of time not to exceed ten years.

The number of shares for which ISOs may be granted on or after the Effective Date cannot exceed 6, Shares. We currently do not grant ISOs.

Options cannot be exercised until they are vested. Options granted to date typically vest in three annual installments beginning 18 months after grant. All option terms and conditions will be determined by the Committee. A stock appreciation right gives a participant the right to receive, for each SAR exercised, an amount equal to the excess of the fair market value of a share of common stock on the date the SAR is exercised and the fair market value of a share on the date the SAR was granted.

SARs may have terms up to ten years, may be settled in cash or in stock, as determined by the Committee, and are subject to the terms and conditions expressed in the Award document. We currently do not grant SARs.

A stock unit award is the award of a right to receive shares of common stock, the grant, vesting, issuance, or retention of which is subject to certain conditions expressed in the award document. Stock units may be settled in cash or in stock, as determined by the Committee. Stock units represent an unfunded and unsecured obligation of the Company. A participant has no rights as a shareholder with respect to stock units until the units have been converted to shares and delivered to the participant.

Stock units may accrue dividend equivalents, as determined by the Committee. The Committee will determine the price, if any, at which stock units are sold or awarded to participants. We currently use stock units in our Executive Stock Unit Program and Deferred Compensation Program, described on page A performance award entitles a Participant to receive a specified number of shares of common stock or cash equal to the fair market value of such shares at the end of a performance period, as specified in the award document.

The ultimate number of shares distributed or cash paid depends upon the extent to which pre-established performance objectives are met during the applicable performance period. See page 36 for additional information regarding these PSU awards. Other Stock Based Awards. The Committee may grant other stock based awards which may include, without limitation, the grant of shares of common stock and the grant of securities convertible into shares of common stock.

Agreements and Provisions of Awards. The aggregate number of shares subject to options or SARs granted during any calendar year to any one participant may not exceed 1, The aggregate number of shares subject to performance awards, restricted stock or stock unit awards granted during any calendar year to any one participant may not exceed 1, Awards granted under the Plan may be evidenced by an agreement describing the specific award granted and the terms and conditions of the award.

An agreement may include: The Committee may require the satisfaction of certain performance criteria as a condition to the grant or vesting of any award.

In the case of awards of restricted stock, performance awards and stock units, performance criteria may be applied to the Company, an affiliate, a subsidiary, division, business unit or individual, or any combination thereof, and may be measured in absolute levels or relative to another company or companies a peer group, an index or Company performance in a previous period.

Performance may be measured annually or cumulatively over a longer period of time. The types of performance criteria that may be used include: Performance may be evaluated including or excluding the effect of any of the following events that occur during the applicable performance period: Options also may be exercised in a broker-assisted cashless exercise or other cashless exercise, as permitted by the Committee.

The Company may withhold from option exercises or other awards any amount necessary to satisfy tax withholding requirements arising from the option exercise or award. The Committee or the Company may, at any time, require a participant to tender to the Company cash in the amount necessary to comply with withholding requirements.

An award may be granted in tandem with another award, except that only SARs may be granted in tandem with an ISO. Subject to the requirements of Code section A, and upon the terms established by the Committee, participants may defer receipt of awards for a time, interest may be paid on cash deferrals and dividends or dividend equivalents may be paid or credited on deferrals denominated in shares.

The Committee may permit a participant to surrender an award in exchange for a new award. However, the Committee may not cancel an outstanding option that is underwater for the purpose of reissuing the option to the participant at a lower exercise price or granting a replacement award of a different type. If an award is subject to Section A of the Internal Revenue Code, an award may be modified, replaced or terminated in the discretion of the Committee to the extent necessary to comply with such provision.

In addition, in the event that a participant is determined to be a specified employee in accordance with Section A, any payment upon separation from service, such payments will be made or begin, as applicable, on the first day of the first month which is more than six months following the date of separation from service.

Federal Income Tax Consequences. The following is a summary of the general federal income tax consequences of awards granted under the Plan to U. Tax consequences for any particular individual or transaction may be different. Non-qualified Stock Options and Stock Appreciation Rights. A recipient recognizes no taxable income upon the grant of an NQSO or an SAR.

Upon exercise of either, he or she will recognize taxable ordinary income equal to the difference between the fair market value of Company stock on the exercise date and the exercise price. Any additional gain or loss recognized upon the subsequent sale or exchange of the stock will be taxed as a short-term or long-term capital gain or loss, as the case may be.

A recipient recognizes no taxable trade yuan futures upon the grant or exercise of an ISO except for purposes of the Alternative Minimum Tax, in which case income recognition is the same as for NQSOs. If a recipient exercises an option and sells the shares more than two years after the grant date and more than one year after the exercise date, he or she will recognize a long-term capital gain or loss equal to the difference between the sale price and the exercise price.

If a recipient exercises an option and sells the shares before the end of the 2-year or 1-year holding periods, he or she will generally recognize: The Company is not entitled to a deduction for excess parachute payments.

Tax Effect to the Company. The Company will generally receive a tax deduction equal to the taxable ordinary income recognized by a participant from an award granted under the Plan. The Board recommends a vote FOR approval of the amended and restated Flexible Stock Plan.

Walden Asset Management and certain other Company shareholders have notified us that they intend to present the following proposal for consideration at the annual meeting. The names, addresses and number of shares held by such shareholders are available from the Company upon request to the Secretary of the Company. The Company accepts no responsibility for the proposed shareholder resolution and supporting statement. National polls consistently find more than three-quarters of Americans support equal rights in the workplace for gay men, lesbians and bisexuals.

In a Gallup poll conducted in Mayapproximately 89 percent of respondents favored equal opportunity in employment for gays and lesbians. According to a June,survey conducted by Harris Interactive, twenty-eight percent of gay and lesbian employees believe they have experienced discrimination or unfair treatment in the workplace, and forty percent of employees are uncomfortable being open about their stockfry forex watch orientation how to make money on betfair fast their colleagues.

A survey by Harris Interactive and Witeck-Combs, showed that 88 percent of gay and lesbian adults considered it extremely or very important that a company have a written non-discrimination policy that includes sexual orientation. Nineteen states, and the District of Columbia, have laws prohibiting employment discrimination based on sexual orientation; Forex or stock market January13 states will have laws in place prohibiting discrimination on the basis of gender identity; Our company has operations in, and makes sales to, institutions in states and cities that prohibit discrimination on the basis of sexual orientation and gender identity.

Manufacturing companies, such as Baldor Electric, Deere, Stock market crash 777, Donaldson, Dover, Caterpillar, Herman Miller, Illinois Tool Works, Teleflex and United Technologies explicitly prohibit gender identity and sexual orientation discrimination in their written policies. Employment discrimination on the basis of sexual orientation diminishes employee morale and productivity.

Because state and local laws differ with respect to employment discrimination, our company would benefit from a consistent, corporate-wide policy to enhance efforts to prevent discrimination, resolve complaints internally to avoid costly litigation or damage to its reputation, access employees from the broadest possible talent pool, and ensure a respectful and supportive atmosphere for all employees.

We believe the proposed resolution is unnecessary because Leggett is already an equal opportunity employer with a firm and long-standing commitment to preventing discrimination in the workplace.

These principles of equal opportunity should be applied in all aspects of employment including: We are committed to the highest ethical standards, which include assuring equal employment and promotional opportunities free of discrimination on any basis other than merit and performance-related qualifications. Our policies reflect our high standards, and we implement these policies in our business operations through ongoing training.

We believe our employment record supports our commitment to nondiscrimination. In a company with more than 30, employees, we are not aware of a single charge of discrimination based on sexual orientation or gender identity filed with any city, state or federal agency, nor has the Company received notice from any customer or supplier that its employment policies or practices jeopardize its relationship with them.

Qfx binary options addition, for over twenty years Leggett has provided employees with access to a national hotline for anonymous reporting of discrimination or harassment in the workplace. We believe our written policies should specifically tokyo forex session times only those types of discrimination prohibited by federal law.

We also believe the addition of sexual orientation and gender identity to the list would result in increased costs by encouraging frivolous lawsuits. We believe singling out employees by sexual orientation or gender identity or any other classification not mandated by federal law would dilute our policy of prohibiting discrimination in any form and would divert attention from our primary goal of a completely non-discriminatory workplace. We believe that adding sexual orientation to the list of prohibited forms of discrimination may lead to a more expansive agenda, including the addition of domestic partner benefits at a significant cost to the Company.

We believe this overwhelming rejection by shareholders sent a clear message to our Board that Leggett should oppose this unnecessary and costly addition to our nondiscrimination policy. The Board of Directors unanimously recommends a vote AGAINST this shareholder proposal. This section discusses our executive compensation program and the rationale for decisions in affecting the compensation of our Chief Executive Officer, David Haffner; our Chief Operating Officer, Karl Glassman; our Chief Financial Officer, Matt Flanigan; and two Senior Vice Presidents, Paul Hauser and Joseph Downes.

Forex trading log spreadsheet total compensation of these executives in is reported in the Summary Compensation Table on page The Summary Compensation Table also includes our Chairman of the Board, Felix Wright.

Wright ceased to be an executive officer of the Company in May when he began a 2-year consulting term, as provided under the terms of his employment agreement. With those objectives in mind, the Committee conducts a comprehensive review of executive officer compensation each year in March, before approving any salary increases. The scope of this review is described later. This review provides the foundation for compensation decisions made throughout the year.

The Committee evaluates the total compensation package, as well as each component, in light of the following guiding principles: Does it motivate executives to make decisions that are in the best interests of shareholders? Does it provide greater rewards for superior performance and accountability for poor performance? Does it provide rewards that have a clear link to specific business objectives? Is it competitive with companies with whom we might compete for executive talent?

Is it fair relative to the compensation of our other executives? We announced the new strategic plan in November TSR combines share price appreciation and dividends paid to show the total return to the shareholder over a specified period. We will explain those changes in the following discussion.

The Role of Management, the Board of Directors and Outside Advisors in Compensation Decisions. However, the approval of the full Board is required for employment agreements and severance benefit agreements for executive officers.

The Committee reports its actions to the Board at each Board meeting. From time to time, the Committee will engage an qfx binary options compensation consultant to assist it in carrying out its responsibilities. However, it did not do so in While these individuals participate in 24 binary options vs penny stocks about executive compensation matters, they have no vote on specific pay decisions.

Committee members frequently meet in executive sms sending job from home without registration fee. Haffner makes recommendations to the Committee regarding the level of compensation for the other named executive officers, with input from Mr.

Glassman on those executives who report to him. Haffner is excluded from meetings in which his own compensation is being discussed and decided. The Annual Review and Use of Compensation Data. In connection with its annual compensation review, the Committee evaluated the following data assembled and prepared by Company personnel: Compensation survey data published by two national consulting firms.

The total compensation paid to executive officers inincluding detail about each pay component. The cash-to-equity ratio and fixed-to-variable pay ratio for executive officers individually and in the aggregate.

The estimated value of potential payments and benefits arising upon a termination of employment or a change in control of the Company. These merrill lynch work from home scams tools serve to inform and guide the Committee in its deliberations but, unless specifically noted elsewhere in this discussion, do not directly impact specific compensation decisions.

The Watson Wyatt survey consisted of companies at the CEO level and the Towers Perrin survey consisted of scottrade download stock data companies at the CEO level.

The survey size decreased for positions below the CEO level because not all companies in the survey have the same positions. Accordingly, the number of companies in the comparison pool varied by position. We have not compared our compensation to a smaller, custom-selected peer group of companies. Given the complexity of our markets and the diversity of our product lines, we have been unable to identify a large enough group of companies that are enough like us to make such a comparison meaningful and accurate.

The Committee used the Survey Data to get a general sense of the competitive market. Because survey results vary due to differences in methodologies and survey populations, the Committee did not target any compensation element perth city opening hours australia day a specific percentile of the Survey Data.

The Committee considers this market analysis important to its objective to attract and retain high quality executives while keeping the total cost of management reasonable. In addition, they determined that the base salary for the CFO was too low. Based on this assessment, the Committee took the following actions: Approved a base salary increase for the CFO that was higher than the increases for other executive officers discussed in more detail later.

In this regard, the Committee directed its attention to providing the proper incentives and rewards rather than simply increasing the size of the incentive opportunity. Our executive compensation program is designed to deliver a mix of fixed and variable compensation paid in cash and equity.

Inthe primary components of the program were: The percentage of each component relative to the total is not determined by any specific formula. The decision about how much of the variable compensation should be delivered in cash or options or other equity is likewise not reduced to a formula. The variable components are designed to reward different measures of Company performance. The annual incentive is linked to internal financial measures specifically, return on net assets and business unit budget targetswhile stock options reward an increase in our stock price.

These programs are intended to encourage executives to. The ESU Program is our primary retirement plan for executives, and is payable entirely in Company stock. Executive officers also have a long history of voluntarily deferring cash compensation into equity under the Deferred Compensation Program. These programs are described in more detail on page Because they were granted inthese awards are not reflected in the Summary Compensation Table on page The effect of the change is further shown below.

The first two charts compare the ratio of fixed-to-variable compensation for the NEOs in to the current package, and the second set compares the ratio of cash-to-equity compensation.

These illustrations include only the four primary compensation components listed in the chart above and assume the value of equity awards to be equal to the grant date fair value of the awards.

Due to the use of different valuation methodologies, these illustrations are not comparable to the compensation amounts reported in the Summary Compensation Table on page Compensation Differences Among Executives and the Role of Individual Performance.

Several factors impact the amounts we pay to our executives. We have not established individual performance objectives for our executive officers. Any decisions to adjust compensation in recognition of individual excellence or weakness are subjective and are most likely stock broker salary in chicago be reflected in base salary. The Committee makes a distinction between the top two executive positions the Chief Executive Officer and the Chief Operating Officer and the remaining executive officer positions.

Base salaries, as well as annual incentive targets and stock option multiples, are higher futures options spread trading the complete guide by courtney smith the CEO and COO in recognition of their greater scope of authority and level of responsibility. The Committee also uses a different schedule for calculating the annual incentive award payout for these two positions.

The payout schedule for the CEO and COO requires a higher level of performance before any award becomes payable, and it provides a higher percentage payout for exceptionally high performance see page Accordingly, the Committee reviewed the Survey Data to determine how ddo make money fast NEO salaries compared to the competitive market for similar positions.

The Committee considers this range appropriate because: Each year, the Company sets a merit increase budget for salaried U. Forthis merit increase budget was 3.

The Committee considers this merit increase figure as one factor in determining salary increases for executive officers. Glassman have the option to terminate their respective employment agreements without further obligation to the Company if they do not receive a salary increase for any year, unless the failure to receive an increase was due to a company-wide salary freeze applicable for the year.

The Committee did not target annual incentive compensation to any particular percentage of the Survey Data. There are two award formulas under the Plan, one for Corporate Participants and one for Profit Center Participants.

Haffner, Glassman, Flanigan and Wright are Corporate Participants, while Messrs. Hauser and Downes are Profit Center Participants. The higher the position, the higher the Target Percentage.

Acquisitions are excluded from the award calculations during the first two years after the acquisition date. We internally track the impact of recent acquisitions. When the Committee approved the Corporate Formula in March, it did not anticipate that we would incur significant restructuring charges in However, in connection with the launch of our new strategic plan, we recorded significant restructuring charges in the fourth quarter money market definition for dummies As a result, our RONA was projected to fall below the threshold level for any award payout to Corporate Participants.

However, Profit Center Participants as well as a large number of non-executive managers participating in a different incentive plan were still on track to receive a payout under their respective award formulas. Binary options td ameritrade Committee believed this disparity created an internal equity and fairness problem among our executives.

Consequently, the Committee modified the Corporate Formula under the Plan to exclude restructuring-related charges. The Committee expects only Mr. Accordingly, the Committee determined that the internal equity and fairness concerns outweighed this fx seminars cyprus small lost tax deduction. InRONA was The Senior Executive payout schedule applies to the Chairman of the Board, CEO and COO.

Individual payouts to the named executive officers are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page The Committee generally does not exercise this discretion and did not do so in In setting the payout schedule, the Committee evaluated several possible payout scenarios and chose one it thought struck an appropriate balance between accountability to shareholders and incentive for participants.

The Committee recognizes that either extreme demonstrates an improper alignment of executive compensation and shareholder interests and determined that this payout schedule struck the proper balance.

PROFIT CENTER PAYOUT TABLE. The award payout would be calculated as follows: Incentive Plan Changes forex chart reviews The Committee believes this revised formula will provide greater rewards, greater accountability and greater control as follows: The Committee chose the ROCE metric because it rewards executives for actions that make efficient use of the assets under their supervision, such as reducing inventory, increasing production, and managing working capital.

The efficient use of assets permits the Company to maximize its returns with the least amount of investment. Stock options represent a significant portion of the total compensation package for our executive officers. Stock options have the potential to deliver significant returns if the Company performs well. We grant options to a broad group of key employees and carefully manage the use of shares authorized for issuance under discounted stock options and 409a Flexible Stock Plan.

This Stock Plan is administered by four independent directors, who currently are the same directors comprising the Compensation Committee. Option grants are not timed to correspond to the release of material information. In keeping with our option grant policy, the Committee holds a telephone meeting on the first business day of the year to approve the annual grant. Currently, this multiple is 3x base salary for the CEO and COO and 2. Without targeting any specific percentage, the Committee sets these multiples to achieve what it considers an appropriate percentage of variable pay relative to the total compensation package.

Executive officers also have the opportunity to defer their cash compensation buy apple stock fidelity stock options under our Deferred Compensation Program. The size, timing and conditions of those awards are established by the terms of the Program.

The Committee chose to grant PSUs to achieve its equity objectives because they: These businesses were selected as the Peer Group because nearly all of our business units fall into these sectors. For our CEO and COO, the Committee considered their westfield opening hours anzac day bondi LTI relative to the Survey Data for their respective positions.

For the remaining named executive officers, the Committee considered the aggregate LTI value for similar positions in the survey to determine the shortfall on an aggregate basis. The awards to the CEO and COO are significantly larger than those of the other executive officers in recognition of the responsibility and demands of their positions, in addition to consideration of their compensation relative to the external market.

In particular, the PSU awards did not replace or reduce stock option grants. This approach links compensation to multiple financial measures and mitigates the limitations inherent in using any single vehicle. These Programs, described on page 49encourage executive officers to build a long-term stake in the Company.

Employees who had previously participated in the Retirement Plan were offered a replacement benefit. NEOs cannot fully participate in the Retirement K due to limitations imposed by the Internal Revenue Code or the Employee Retirement Income Security Act, or resulting from their participation in the Deferred Compensation Program. Employment and Change in Control Agreements. In connection with the CEO succession plan implemented in Maythe Committee negotiated three-year employment agreements with Mr.

Glassman to secure the mutual commitment between these executives and the Company necessary to ensure a smooth and successful management transition. The material terms of these employment agreements are described on page The Company also has severance benefit agreements with Mr.

The new PSU awards granted in also require a double trigger for accelerated vesting. The Committee believes the severance benefit agreements protect shareholder interests by reducing the distraction and uncertainty of key executives during a rumored or actual change in control of the Company.

Continuation of the management team is often a crucial factor for the acquiring company. Severance benefits that encourage the executives to continue in their positions, therefore, may result in shareholders receiving a higher value from the deal.

The Committee considers the potential amounts payable under these agreements as part of its annual compensation review, but it did not review the agreements in The Committee last reviewed and amended these agreements inin connection with the CEO succession. This change protected the Company from incurring costs that would be disproportionate to the benefit delivered to the executive.

Otherwise, the Committee found the benefits appropriate and in line with market practices. Because these agreements provide contingent compensation, not regular compensation, they are evaluated separately in view of their intended purpose. We believe executive officers should have a meaningful ownership stake in the Company to align their interests with those of shareholders. We expect executive officers to attain within five years, and maintain thereafter, certain levels of stock ownership.

The stock ownership guidelines are as follows: Chief Operating Officer, Chief Financial Officer. All other Executive Officers. A drop in the stock price can cause an executive who previously met the threshold to fall below it temporarily. An executive who has not met the ownership requirement, or falls below it due to a drop in the stock price, must hold any net shares acquired upon the exercise of stock options or vesting of performance stock units until he meets the ownership prompt deposit bonus from brokers binary options. The following table reports the total compensation of our Chief Executive Officer, David Haffner, Chief Financial Officer, Matthew Flanigan, and the three other most highly compensated executive officers, Karl Glassman, Paul Hauser and Joseph Downes.

It also includes the total compensation discounted stock options and 409a our Chairman of the Board, Felix Wright, who ceased to be an executive officer of the Company in May Name and Principal Position.

See the Grants of Plan-Based Awards Table on page 43 for further information on the equity awards received in lieu of cash compensation in Amounts deferred into cash deferrals are included in the aggregate numbers reported in the Non-Qualified Deferred Compensation Table on page Change in Pension Value a.

Change in Supplemental Pension Value b. ESU Program matching contributions and discount on contributions a. Company matching Retirement K contributions. Fees for service as a director. Our executives have deferred cash compensation into stock options under our Deferred Compensation Program described on page 49 for many years. In the table below, we have separated the Deferred Compensation options, which were essentially purchased instead of granted, from the options granted in connection with our normal option grant practices.

Sodastream options trade Deferred Compensation Program, which has been in effect sinceprovides an incentive for executives to defer cash into equity.

The discounted options have an initial value Inthe Program was revised to offer at-market options with a face value five times higher than the compensation foregone instead of discount options. The at-market options have a year term. The number of stock options exercised in and the gain recognized by the Named Executive Officers are set forth below. Pension Benefits in Benefits accrued under the Plan were fixed as of that date and the Plan was closed to new participants.

Although participants are not accruing any additional benefit under the Retirement Plan, the present value of the benefit may increase or decrease each year based on the assumptions used to calculate the benefit for financial reporting purposes.

The table also presents amounts payable to Mr. Wright in accordance with his Supplemental Pension Plan. As discussed on page 54Mr. The supplemental pension will be for life or 15 years, whichever is longer. The discount rate, measurement date and mortality assumptions are the same as those used for financial reporting purposes.

Certain highly compensated employees, including the Named Executive Officers, are unable to contribute enough in the Retirement K to receive the full Company match, due to limitations imposed by the Internal Revenue Code or the Employee Retirement Income Security Act. Each of the Named Executive Officers has deferred compensation accounts for one or more of the following programs: Matching contributions are subject to 60 second binary trading review requirements.

Leggett & Platt Inc

Stock units are converted to shares of common stock and issued at retirement, death, disability or termination. The discount on the dividends is included in the Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table on page This program allows certain key managers to defer salary, incentive award and other cash compensation in exchange for any or all of the following: Cash deferrals with an interest rate intended to be slightly higher than otherwise available for comparable investments.

Participants who elect a cash or stock unit deferral can elect to receive distributions in a lump sum or in annual installments. Distribution payouts must begin no more than 10 years from the effective date of the deferral and all amounts subject to the deferral must be distributed within 10 years of the first distribution payout.

Executive Deferred Stock Program. This is a frozen program under which certain executives elected to defer receipt of the gain from option exercises.

Under the program, participants had to make an election 6 months in advance of the exercise if they wanted to defer receipt of the profit shares from the exercise. They also elected the distribution date s at that time. Upon deferral, the participant was credited with stock units representing the option shares deferred. Dividend equivalents equal to the per share dividend paid on common stock are credited to accounts during the deferral period.

Potential Payments upon Termination or Change in Control. This section describes incremental compensation that could become payable to our named executive officers upon termination of employment under any contract, agreement, plan or arrangement that provides benefits above those provided to salaried employees upon a termination of employment. We will discuss potential payments arising upon various general causes of termination of employment first, followed by discussion of potential payments arising upon a change in control of the Company.

For additional information about how the Committee determined the terms and benefits ipad app for options trading by these agreements, see page The Company has employment agreements with Mr. Glassman that could trigger the payment of incremental benefits for certain termination events. A termination of employment by other named executive officers would be treated in the same manner as a similar termination of employment for a salaried employee.

The material terms of the agreements with Mr. Glassman are set forth below. The agreements expire on the date of our annual meeting of shareholders in The table below lists the estimated potential payments triggered by termination events under these agreements. We used the following assumptions and methodology to calculate the potential payments: Potential payments reflect the benefits and arrangements in effect on that date.

The table shows only the additional benefits an executive would be entitled to as a result of the termination. Fully vested benefits described elsewhere in this proxy statement e.

The present value of each potential payment was determined using a 6. Potential payments shown are only estimates presented solely for disclosure purposes and may vary considerably from amounts payable at the time of an actual termination. ESU Program replacement benefit.

Office and Secretarial Services. Wright and the Company were parties to an employment agreement that expired in Certain provisions of the agreement are still in effect.

Wright began his career at Leggett in and was Chief Executive Officer from to The employment agreement negotiated in connection with his promotion to CEO entitles Mr. During the first and second years of the consulting term, Mr. The consulting term is not renewable. The supplemental pension begins upon the later of termination of employment or the expiration of the consulting term.

While he receives supplemental pension payments, the Company will continue to provide health insurance and a Medicare supplement to Mr. Wright and his dependents after his retirement or disability for the longer of 15 years or life, as well as life insurance coverage equal to the coverage the Company provided to him immediately prior to termination. In addition, the Company is obligated to reimburse Mr. Wright for any income or other taxes he incurs on these benefits.

Glassman are parties to severance benefit agreements with the Company that become effective upon a change in control of the Company. Events that would constitute a change in control are set forth in the agreements, but in general, a change in control is deemed to occur when: The severance benefit agreements have no fixed expiration dates.

The Protected Period is 36 months for Mr. Haffner and 30 months for Mr. Benefits provided under the agreements are set forth below. If benefits payable to Mr. All amounts received by the executive as cash compensation from a new full-time job will reduce the cash severance payments dollar for dollar. The executive is not required to mitigate the amount of any termination benefit provided under the agreement, but any fringe benefits he may receive from a new job will reduce any fringe benefits the Company is then providing under the agreement.

The table below lists the estimated potential payments triggered by a change in control termination under these agreements. The change in control termination is deemed to have occurred on December 31, The table shows only the additional benefits the executives would be entitled to as a result of the termination.

The present value of the potential larry ellison stock options was determined using a 6. The calculation of the Section G tax gross-up assumes the following tax rates: Potential payments shown are only best way to make money metal detecting presented solely for disclosure purposes and may vary considerably from amounts payable at the time of an actual change in control termination.

ESU Program Replacement Benefit. Accelerated Vesting of Stock Options. The terms of stock options granted to all salaried employees provide that unvested stock options immediately become exercisable in the event of a change in control of the Company.

Had a change in control occurred on December 31,each of the NEOs would have received such accelerated vesting. We buy shares of our common stock from our employees from time to time, and in we purchased shares from four of our officers and directors. Stock is purchased at the closing market price at the time of purchase.

Details of the purchases are set out below. In the first quarter ofour CEO, Mr. The per share sales price in each transaction was the average share price the Company paid for shares it repurchased on the open market that day. The administrative fee charged to Mr. Haffner for each transaction represents a reimbursement of the average per-share commission the Company paid for shares repurchased that day. Upon his retirement, Mr. As approved by the Compensation Committee, Mr.

Cornell also uses office space and secretarial services provided by the Company. He reimburses the Company for the actual costs of these benefits. The Company employs certain relatives of its directors and executive officers, including those listed below.

The total compensation of these employees listed below was calculated in a manner consistent with that of the Summary Compensation Table on page 40 and includes base salary, annual cash incentive, stock options and certain other compensation received under Company benefit plans. Directors and Executive Officers. Robert Ted Enloe, III, Director. Fisher, Vice Chairman of the Board.

Flanigan, Senior Vice President and Chief Financial Officer. Glassman, Executive Vice President and Chief Operating Officer and Director. Haffner, President and Chief Executive Officer and Director. Wright, Chairman of the Board. All executive officers and directors as a group 20 persons. We must identify in this proxy statement those individuals for whom any of these reports was not filed in a timely manner. Our executive officers and directors made all filings on a timely basis in All of our equity compensation plans have been approved by our shareholders.

Equity compensation plans not approved by shareholders. The fees billed or expected to be billed by PwC for professional services rendered in fiscal years and are set forth below. The Audit Committee is composed of six non-management directors who are independent as required by SEC and NYSE rules. The Audit Committee also discussed with PwC all items required by the Statement on Auditing Standards No. We are not aware of any business to be acted upon at the annual meeting other than the four items described in this proxy statement.

Your signed proxy, however, will entitle the persons named as proxy holders to vote in their discretion if another matter is properly presented at the meeting. If one of the director nominees is not available as a candidate for director, the proxy holders will vote your proxy for such other candidate as the Board may nominate.

By Order of the Board of Directors. To assist the Board in making determinations of director independence consistent with requirements under applicable securities laws and regulations and the New York Stock Exchange listing rules, the Board has adopted the following standards.

The director is not, and has not been within the last three years, employed by the Company and has no immediate family member who is or has been an executive officer of the Company within the last three years.

Compensation received by an immediate family member for service as an employee of the Company other than as an executive officer need not be considered in determining independence under this test.

Although not required by the New York Stock Exchange, the Company will apply this standard to contributions made by the Company to tax-exempt organizations in which the director serves as an executive officer. The term does not include individuals who are no longer immediate family members as a result of legal separation or divorce, or those who have died or become incapacitated. Although a director who meets all of the above categorical standards will be presumed to be independent, the Board will review all relevant facts and circumstances of a relationship covered by these standards and, based upon such review, may determine in its discretion that a director is not independent.

The Board also will determine the independence of any director with a relationship to the Company that is not covered by the above standards. Following are the pre-approval procedures for audit and non-audit services. Continuing professional education provided to Company personnel on accounting, financial reporting, tax and other areas. Non-Audit Internal Control-Related Services. Non-audit internal control related services include any services related to internal controls that are above and beyond what is required to render an opinion on the effectiveness of internal control over financial reporting as part of the integrated audit.

Effective Date and Term. Price of Restricted Stock. Price of Stock Units. OTHER STOCK BASED AWARDS AND OTHER AWARDS. Grant Evidenced by Agreement. No Effect on Other Benefits. Application to Covered Employee. Unless otherwise specifically defined or unless the context clearly otherwise requires, the words and phrases used in the Plan are defined as set forth below.

In addition to the definitions below, certain words and phrases used in the Plan and any agreement may be defined in other portions of the Plan or agreement.

Any person employed by the Employer. Shares may be authorized but unissued Shares, Shares held in the treasury, or both.

Notwithstanding the preceding sentence, only Shares held in the treasury may be used to provide an Award to a Participant if the use of authorized but unissued Shares would violate any applicable law, rule or regulation. Awards settled in cash shall not reduce the Shares available for grant under the Plan. If an Award expires or is terminated, cancelled or forfeited, the Shares associated with the expired, terminated, cancelled or forfeited Awards shall again be available for grant under the Plan.

From and after the Effective Date, the following shares shall not become available for issuance under the Plan: If there is any change in the Common Stock of the Company by reason of any stock dividend, stock split, spin-off, split-off, spin-out, recapitalization, merger, consolidation, reorganization, combination or exchange of Shares, the total number of Shares reserved for issuance under the Plan, the maximum number of Shares issuable for a given type of Award or to an individual Participant, and any outstanding Awards granted under the Plan and the price thereof, if any, shall be appropriately adjusted by the Committee; provided that the number of Shares subject to an award shall always be a whole number.

The aggregate number of Shares subject to Options or Stock Appreciation Rights granted under this Plan during any calendar year to any one Participant shall not exceed 1, The aggregate number of Shares subject to Restricted Stock, Performance Awards, or Stock Unit Awards granted under this Plan during any calendar year to any one Participant shall not exceed 1, Of the Shares available for grant under the Plan after the Effective Date of this Restatement, no more than 4, shall be granted for Awards other than Options or Stock Appreciation Rights.

The Participants and the Awards they receive under the Plan shall be determined by the Committee. In making its determinations, the Committee shall consider any factors it deems relevant in selecting Participants and determining the amount and type of their respective Awards. Such factors shall include, but are not limited to, past, present and expected future contributions of Participants and potential Participants to the Employer.

No Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants under the Plan. The Plan shall be administered by the Committee. The members of the Committee shall be appointed by and shall serve at the pleasure of the Board.

The Committee may select one of its members as its Chairman and shall hold its meetings at such times and places as it may determine. A majority of its members shall constitute a quorum. At any meeting of the Committee at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the members present. Any action of the Committee may be taken without a meeting if a consent setting forth the action in writing is signed by all the members of the Committee.

All determinations of the Committee shall be final and binding on all persons, including the Company, any Participant, any stockholder and any Employee of the Company or any Affiliate. No member of the Board or any of its Committees shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it.

Subject to the terms of the Plan and such resolutions as may from time to time be adopted by the Board, the Committee shall have full power and discretion to: An Option is a right to purchase a number of Shares at a price, at such times, and upon such other terms and conditions specified in the documents evidencing the Award.

Except as otherwise provided in Sections 6. Each ISO must be granted to an Employee for a term not to exceed ten years from the date of grant.

The purchase price for Shares under any ISO shall be no less than the Fair Market Value of the Shares on the date the Option is granted.

The purchase price for Shares under any NQSO shall be no less than the Fair Market Value of the Shares on the date the Option is granted. The term of any NQSO shall not exceed ten years from the date of grant.

The term of any SAR shall not exceed ten years from the date of grant. SARs may be settled in cash or in stock, as determined by the Committee, and are subject to the terms and conditions expressed in the document evidencing the Award. A Restricted Stock Award is an award of Shares, the grant, vesting, issuance, or retention of which is subject to certain conditions expressed in the document evidencing the Award. If Restricted Stock is issued in certificate form, the Shares may be held by the Company as escrow agent until the restrictions on such Shares have lapsed or the Company may require the certificate to bear a legend stating that such Shares are non-transferable until all restrictions have been satisfied and the legend has been removed.

As permitted under applicable law, the Committee shall determine the price, if any, at which Restricted Stock shall be sold or awarded to Participants.

A Stock Unit Award is the award of a right to receive the market value of one Share, the grant, vesting, issuance, or retention of which is subject to certain conditions expressed in the document evidencing the Award.

Stock Units may be settled in cash or in stock, as determined by the Committee. Stock Units represent an unfunded and unsecured obligation of the Company. Participants shall have no rights as a shareholder with respect to Stock Units until such Stock Units have been converted to Shares and delivered to the Participant. Stock Units may accrue dividend equivalents, as determined by the Committee. As permitted under applicable law, the Committee shall determine the price, if any, at which Stock Units shall be sold or awarded to Participants.

A Performance Award entitles a Participant to receive a specified number of Shares or cash equal to the Fair Market Value of such Shares at the end of a performance period, as specified in the document evidencing the Award. The ultimate number of Shares distributed or cash paid depends upon the extent to which pre-established performance objectives are met during the applicable performance period.

The Committee shall have the right to grant Other Stock Based Awards which may include, without limitation, the grant of Shares and the grant of securities convertible into Shares. The Committee shall have the right to provide types of Awards under the Plan in addition to those specifically listed, if the Committee believes that such Awards would further the purposes for which the Plan was established. The grant of any Award under the Plan may be evidenced by an Agreement which shall describe the specific Award granted and the terms and conditions of the Award.

Except as otherwise provided in an Agreement, all capitalized terms used in the Agreement shall have the same meaning as in the Plan, and the Agreement shall be subject to all of the terms of the Plan in effect on the date of the Award, unless otherwise specified in the Agreement or in any amendment to the Plan or the Agreement.

The proceeds of the sale of Common Stock purchased pursuant to an Option and any payment to the Company for other Awards shall be added to the general funds of the Company or to the Shares held in treasury, as the case may be, and used for the corporate purposes of the Company as the Board shall determine. Subject to the requirements of Code Section A, the right to receive any Award under the Plan may, at the request of the Participant, be deferred for such period and upon such terms as the Committee shall determine, which may include crediting of interest on deferrals of cash and crediting of dividends or dividend equivalents on deferrals denominated in Shares.

The Board shall have the sole right and power to amend or terminate the Plan at any time, except that the Board may not amend the Plan, without approval of the shareholders of the Company, in a manner that would cause Options which are intended to qualify as ISOs to fail to qualify or in a manner which would violate applicable law.

Any Award granted may be converted, modified, forfeited or cancelled, in whole or in part, by the Committee if and to the extent permitted in the Plan or applicable Agreement or with the consent of the Participant to whom such Award was granted. The Committee may permit a Participant to elect to surrender an Award in exchange for a new Award to the extent such surrender and exchange would not result in adverse tax consequences under Code Section A.

However, the Committee may not cancel an outstanding Option that is underwater for the purpose of reissuing the Option to the Participant at a lower exercise price or granting a replacement Award of a different type.

Without in any way limiting the generality of the foregoing, the Committee may: The headings and subheadings contained in the Plan are included only for convenience and shall not be construed as a part of the Plan or in any respect affecting or modifying its provisions.

This Plan shall be construed and administered in accordance with the laws of the State of Missouri. The Committee may require each person purchasing Shares pursuant to an Option or other award under the Plan to represent to and agree with the Company in writing that such person is acquiring the Shares for investment and without a view to distribution or resale.

All certificates for Shares delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under all applicable laws, rules and regulations, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate references to such restrictions.

The receipt of Awards under the Plan shall have no effect on any benefits to which a Participant may be entitled from the Employer, under another plan or otherwise, or preclude a Participant from receiving any such benefits. In the case of any conflict in the terms of the Plan relating to an Award, the provisions in the Section of the Plan which specifically grants such Award shall control those in a different Section.

Some of the Awards that may be granted pursuant to the Plan may be considered non-qualified deferred compensation subject to Section A of the Code. If an Award is subject to Section A, the Award Agreement and this Plan are intended to meet all of the requirements of Section A and any applicable guidance issued by the Internal Revenue Service and the Department of Treasury.

To the extent necessary to comply with Section A, an Award may be modified, replaced or terminated in the discretion of the Committee. Notwithstanding any provision of this Plan or any Award Agreement to the contrary, in the event that the Committee determines that any Award is or may become subject to Section A, the Company may adopt such amendments to the Plan and the related Award Agreements, without the consent of the Participant, or adopt other policies and procedures including amendments, policies and procedures with retroactive effective datesor take any other action that the Committee determines to be necessary or appropriate to either comply with Section A or to exclude or exempt the Plan or any Award from the requirements of Section A.

Notwithstanding anything in the Plan or any Award to the contrary, to the extent necessary to avoid the adverse tax consequences under Code Section A, in the event that a Participant is determined to be a specified employee in accordance with Code Section A, for purposes of any payment upon separation from service hereunder, such payments shall be made or begin, as applicable, on the first day of the first month which is more than six months following the date of separation from service.

Performance Criteria may be applied to the Company, an Affiliate, a Subsidiary, division, business unit or individual, or any combination thereof, and may be measured in absolute levels or relative to another company or companies a peer group, an index or Company performance in a previous period. Performance Criteria that may be used to establish performance goals are: EBITDA; EBIT; costs; operating earnings; gains; product development; leadership; project progress or completion; increase in total revenues; net income; operating cash flow; net cash flow; retained earnings; budget achievement; return on capital employed; return on invested capital; cash available to the Company from a Subsidiary or subsidiaries; gross margin, net margin; market capitalization; financial return ratios; market share; operating profits; net profits, earnings per share growth; profit returns and margins; stock price; working capital; business trends; capacity utilization; quality; operating efficiency; compliance and safety.

At the time an Award is granted, the Committee shall specify in the Award Agreement or other document evidencing the Award whether performance will be evaluated including or excluding the effect of any of the following events that occur during the applicable performance period: The inclusion or exclusion of these items shall be expressed in a form that satisfies the requirements of Section m of the code.

The performance goals for each Participant and the amount payable if those goals are met shall be established in writing for each specified period of performance by the Committee no later than 90 days after the commencement of the period of service to which the performance goals relate and while the outcome of whether or not those goals will be achieved is substantially uncertain.

The performance goals shall be objective. Such goals and the amount payable for each performance period if the goals are achieved shall be set forth in the applicable Award Agreement.

No amounts shall be payable to any Participant for any performance period unless and until the Committee certifies that the performance goals and any other material terms were in fact satisfied. Notwithstanding any provision of the Plan other than Section 15, with respect to any Restricted Stock, Performance Award or Stock Unit Award that is subject to this Section 17, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award.

Driving Directions to the Wright Conference Center. Wright Chairman of the Board. By Order of the Board of Directors Ernest C. For reasons explained in the proxy statement, the Board encourages you to vote AGAINST this proposal.

To transact such other business as may properly come before the meeting or any postponement or adjournment thereof. The election of 10 directors. Non-Qualified Deferred Compensation Earnings 4.

Amounts reported in this column reflect two types of stock awards, described below: Directors are granted restricted stock awards in May each year upon their election or re-election to the Board.

These shares vest one year after grant. Under FAS R, the Company recognizes compensation expense equal to the market value of the stock on the grant date over the service period of the award. Amounts reported in this column represent the compensation expense recognized in our financial statements related to the awards made in and This column includes amounts attributable to this discount as follows: No stock options were granted to directors inand the Company recognized no compensation expense in for previously granted options.

Cornell holds an additionaloptions that relate to his prior service as an employee. Five directors currently have Deferred Compensation stock unit accounts. Details of the units they acquired in and their ending account balances are set forth below. Cornell receives other post-retirement benefits under the terms of his previous employment agreement with the Company.

Shares tendered by participants as full or partial payment to the Company upon exercise of options granted under the Plan. Shares reserved for issuance upon grant of SARs, to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the SARs; and. Is the cost reasonable? Incentive Award Target Percentages.

The amounts reported in this column may reflect two types of stock options: Inall amounts reported are for regular compensatory options. Amounts reported for represent the compensation expense the Company recognized for financial reporting purposes related to options granted incalculated using the Black-Scholes option valuation model.

The defined benefit Retirement Plan is described on page Wright continues to participate in the plan, he is past Normal Retirement Age and has been receiving distributions from the plan for several years. The distribution he received in was greater than the additional benefit he accrued under the plan, resulting in a reduction of the benefit payable under this plan.

Wright has a supplemental pension plan, described on page The supplemental pension becomes payable upon Mr. Originally, the Company expected Mr. Wright to begin receiving the supplemental pension payments in June The change in the value of the supplemental pension is due to the revised assumption that the payments will begin in June and a change in the discount rate used for financial reporting purposes.

Under the Deferred Compensation Program, participants who elect a cash deferral earn interest at a rate slightly above market. The above-market portion of the interest earned in is included in this column. Amounts reported in this column are set forth below: The Company provides a gross-up for the FICA-HI Medicare tax on income related to ESU Program contributions.

Wright also received a tax gross-up for income imputed to him when his spouse accompanied him on a business entertainment trip. Executive officers receive limited perquisites, including: For disclosure purposes, perquisites are valued at the aggregate incremental cost to the Company. If the spousal travel results in any lost tax deduction for the Company, the amount of the disallowed tax deduction is considered perk income to the executive.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards. All Other Stock Awards: All Other Option Awards: Number of Securities Underlying Options. The Incentive Plan is described on pages Potential incentive payouts listed assume participants received the full discretionary portion of the award. This column reflects the lowest incentive payout the executives could achieve under their applicable payout schedule. Under the Corporate Participant payout schedule applicable to Messrs.

Under the Corporate Participant payout schedule applicable to Mr. Hauser and Downes are Profit Center participants. For an example of the calculation, see page A profit center must have operating income of at least The Incentive Plan does not have a specific target incentive.

The amount in this column represents the estimated maximum individual award for each executive within the allowable cap. Stock units are acquired on a bi-weekly basis or as compensation otherwise is earned, so there is no grant date for these awards.

The Company recognizes a compensation expense for this discount, which is reflected in the Stock Awards column of the Summary Compensation Table. Options reported in these columns are separated to identify those that were granted in lieu of cash compensation under our Deferred Compensation Program.

Amounts disclosed in these columns are also included in the Summary Compensation Table. The amount representing preferential earnings on interest and dividends paid in on ESU Program and Deferred Compensation Program accounts are included in the Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table. Those amounts are as follows: Termination by Company for Cause 2.

Termination by Company without Cause 3. The Company pays health and medical benefits during the 2-year non-compete period.

Salary and benefits continue for the term of the agreement, in this case 17 months. Glassman are guaranteed a pro-rated incentive award for the year of termination in the event of a voluntary separation or termination for cause. However, under the Key Officer Incentive Program, this amount vests on December 31 of each year, so no incremental compensation would have been payable as of the December 31, termination date. Benefits upon Termination of Employment by Company other than for Disability or Cause or by Executive for Good Reason.

Number of Shares or Units Beneficially Owned. Options Exercisable within 60 Days. Includes shares pledged as security for the following directors and officers: Participants have no voting rights with respect to stock units. In each program, stock units are converted to shares of common stock upon distribution, which occurs at a specified date or upon termination of employment. None of the stock units listed are scheduled for distribution within 60 days.

Beneficial ownership of less than. Stock units and options exercisable within 60 days are considered as stock outstanding for the purpose of calculating the ownership percentages. This is an aggregate figure of stock issuable under the following plans: Director Stock Option Plan. This is a frozen plan and no future awards will be granted under it. All options under this plan were granted in lieu of cash compensation otherwise payable to non-employee directors.

Includes 13, options outstanding, 1, stock units convertible to common stock under the Executive Stock Unit Program,stock units convertible to common stock under the Deferred Compensation Program, andstock units convertible to common stock under the Executive Deferred Stock Program. The Flexible Stock Plan allows for the grant of various types of equity awards, including restricted stock.

If the amended and restated Flexible Stock Plan presented to shareholders in Proposal Three is approved, grants of restricted stock and other full-value awards, including stock units, will be limited to 4, shares under the plan. Currently, we only grant restricted stock to our non-employee directors. The grants are made annually according to a formula and vest after one year.

To date, 54, shares of restricted stock have been granted. Shares available for future issuance include: Perform statutory audits in any and all countries that the audit firm can most effectively perform this service for the Company. Provide comfort and debt covenant letters to underwriters, debt holders, and others; and.

Management is authorized to discuss fee arrangements as necessary to perform the above services, subject to final review and approval by the Audit Committee. The Chairman of the Audit Committee will sign the engagement letter for the above services, except for foreign statutory audit services which will be signed by management. Consult on accounting and financial reporting issues related to new or proposed transactions, accounting principles or statutory requirements.

Limited procedure reports related to contracts, agreements, arbitration, or government filings. Audits of employee benefit plans; and. Due diligence and audit procedures related to acquisitions and joint ventures.

Preparation or review of Company and related entity income, sales, payroll, property, and other tax returns and tax filings and permissible tax audit assistance. Preparation or review of expatriate and similar employee tax returns and tax filings. Tax consulting and advice related to compliance with applicable tax laws. Tax planning strategies and their implementation; and. Tax due diligence assistance related to acquisitions and joint ventures.

The aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues paid by the Company to the audit firm during the fiscal year in which the services are provided.

Such services were not recognized by management at the time of the engagement to be non-audit services; and. Such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the annual audit by the Audit Committee. Management is authorized to negotiate fee arrangements as necessary to perform the above services, subject to review, and advance approval if required above, by the Audit Committee.

Management is authorized to sign any engagement letters necessary for the performance of the above services, subject to review, and advance approval if required above, by the Audit Committee. Any such services approved by the Chairman will be reported at the next Audit Committee meeting.

A Parent, Subsidiary, or any directly or indirectly owned partnership or limited liability company of the Company. The document that evidences the grant of any Award under the Plan and sets forth the terms, conditions, and restrictions relating to, such Award.

Any Option, Stock Appreciation Right, Restricted Stock, Stock Unit, Performance Award, Other Stock Based Award or Other Award granted or acquired pursuant to the Plan. The Board of Directors of the Company. A Related Entity is a Subsidiary or any employee benefit plan including a trust forming a part of such a plan maintained by the Company or a Subsidiary.

The Internal Revenue Code ofas amended. The Company and all Affiliates. The Securities Exchange Act ofas amended. The closing price of Shares on the New York Stock Exchange on a given date, or, in the absence of sales on a given date, the closing price on the New York Stock Exchange on the last day on which a sale occurred prior to such date, or such other value as determined in a manner that would not trigger adverse tax consequences under Code Section A and in accordance with the terms specified in an Award Agreement.

An individual who is granted an Award under the Plan, and any beneficiary or authorized transferee of such individual. The Securities and Exchange Commission. A share of Common Stock. Shares tendered by Participants as full or partial payment to the Company upon exercise of Options granted under this Plan.