SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ
Definitive Proxy Statement
o
Definitive Additional Materials
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Soliciting Material Pursuant to Rule 240.14a-12
Wilmington Trust Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person (s) Filing Proxy Statement if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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3
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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Form, Schedule or Registration Statement No.:
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Date Filed:
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Annual Meeting April 22, 2009
March 10, 2009
Dear Shareholders:
You are invited to attend our 2009 Annual Meeting on Wednesday,
April 22, 2009, at 10:00 a.m. at the Wilmington
Trust Plaza, Mezzanine Level, 301 West Eleventh
Street, Wilmington, Delaware.
The enclosed Notice of Annual Meeting and Proxy Statement
provide information about the governance of our Company and
describe the various matters to be acted upon during the
meeting. In addition, there will be a report on the state of our
Companys business and an opportunity for you to express
your views on subjects related to our operations.
The Annual Meeting gives us an opportunity to review the actions
our Company is taking to achieve our mission of maximizing
shareholder value. We appreciate your ownership of Wilmington
Trust, and I hope you will be able to join us on April 22 for
our Annual Meeting.
Sincerely,
Ted T. Cecala,
Chairman of the Board and Chief Executive Officer
March 10, 2009
To the Holders of Common Stock of
Wilmington Trust Corporation
NOTICE OF ANNUAL MEETING
The Annual Meeting of Shareholders of Wilmington
Trust Corporation will be held on Thursday, April 22,
2009, at 10:00 a.m. local time, at the Wilmington
Trust Plaza, Mezzanine Level, 301 West Eleventh
Street, Wilmington, Delaware. The meeting will be held to
consider and act upon the election of three directors, the
approval of our 2009 Executive Incentive Plan, 2009 Long-Term
Incentive Plan, and executive compensation, and other business
that may properly come before the meeting.
Holders of record of our common stock at the close of business
on February 23, 2009, are entitled to vote at the meeting.
This notice and the accompanying proxy materials are sent to you
by order of the Board of Directors.
Michael A. DiGregorio,
Secretary
2009 ANNUAL SHAREHOLDERS MEETING
PROXY STATEMENT
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General Information
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1
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Board of Directors
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3
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Governance of the Company
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3
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Summary of Corporate Governance Principles
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3
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Committees of the Board
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6
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Committee Membership
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8
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Audit Matters
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9
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Proposals You May Vote
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10
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Proposal One Election of Directors
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10
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Nominee Biographies
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Executive Officers Who are Not Directors
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12
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Ownership of Wilmington Trust Stock
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Compensation Discussion and Analysis
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Compensation Committee Report
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Other Compensation Disclosures
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Certain Relationships and Related Transactions
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Summary Compensation Table
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Grants of Plan-Based Awards for 2008
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25
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Outstanding Equity Awards at 2008 Fiscal Year-End
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Option Exercises and Stock Vested in 2008
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Pension Benefits as of December 31, 2008
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Other Post-Termination Benefits
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Nonqualified Deferred Compensation as of December 31, 2008
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Director Compensation in 2008
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Section 16(a) Beneficial Ownership Reporting Compliance
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Availability of
Form 10-K
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Proposal Two Approval of the 2009 Executive
Incentive Plan
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Proposal Three Approval of the 2009 Long-Term
Incentive Plan
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Proposal Four Approval of Executive Compensation
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39
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Independent Registered Public Accounting Firm Services Policy
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Exhibit A
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Peer Banks
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Exhibit B
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2009 Executive Incentive Plan
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Exhibit C
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2009 Long-Term Incentive Plan
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Exhibit D
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GENERAL
INFORMATION
The enclosed proxy material is being sent at the request of our
Board of Directors to encourage you to vote your shares at our
Annual Shareholders Meeting (the Annual
Meeting) to be held on April 22, 2009. This proxy
statement contains information on matters that will be presented
at the Annual Meeting and is provided to assist you in voting
your shares.
Our Annual Report to Shareholders for 2008, containing
managements discussion and analysis of financial condition
and results of operations of our Company, its audited financial
statements, and this Proxy Statement are distributed together
beginning on or about March 20, 2009.
Who May
Vote
All holders of our common stock as of the close of business on
February 23, 2009 (the Record Date) are
entitled to vote at the Annual Meeting. Each share of stock is
entitled to one vote. As of the record date,
69,112,585 shares of our common stock were outstanding. A
plurality of the shares voted in person or by proxy is required
to elect directors. A majority of the outstanding shares is
required to approve the other proposals in this proxy statement.
Abstentions and broker non-votes are not counted in the vote.
How to
Vote
Even if you plan to attend the meeting, we encourage you to vote
by proxy. You may vote by proxy by returning the enclosed proxy
card (signed and dated) in the envelope provided.
You also may vote by telephone or by using the Internet. Please
refer to the instructions on your proxy card.
When you vote by proxy, your shares will be voted according to
your instructions. If you sign your proxy card or otherwise give
your proxy but do not specify how you want your shares to be
voted, they will be voted as the Board of Directors recommends.
You can change or revoke your proxy at any time before the polls
close at the Annual Meeting by:
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Notifying the Companys Secretary;
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Voting in person; or
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Returning a later-dated proxy card.
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You also can change or revoke your proxy at any time before
12:00 p.m., April 21, 2009, by telephone or by using
the Internet. Please refer to the instructions on your proxy
card.
If you are a present or former staff member and participate in
our Thrift Savings Plan, you will receive a voting instruction
card for shares you hold in that plan. The plan trustee will
vote according to the instructions on your proxy.
Proxy
Statement Proposals
Proposals other than to elect directors may be submitted by the
Board of Directors or shareholders to be included in our proxy
statement. To be considered for inclusion in the proxy statement
for our 2010 Annual Shareholders Meeting, shareholder
proposals must be received in writing by the Companys
Secretary no later than November 10, 2009. Those proposals
must include a brief description of the business to be brought
before the meeting, the shareholders name and address, the
number and class of shares the shareholder holds, and any
material interest the shareholder has in that business.
Shareholder
Nominations for Election of Directors
The Nominating and Corporate Governance Committee recommends
nominees to the Board of Directors for election as directors at
the annual meeting. That committee will consider nominations
submitted by shareholders of record for our 2010 Annual
Shareholders Meeting and received by the Companys
Secretary by February 22, 2010. Nominations must include
the information required under Proxy Statement
Proposals above as well as the nominees name and
address, a representation that the shareholder is a recordholder
of the Companys stock or holds the Companys stock
through a broker and intends to appear in person or by proxy at
the 2010 Annual Meeting to nominate a person, information
regarding the nominee that would be required to be included in
the Companys proxy statement, a description of any
arrangement
1
or understanding between the shareholder and that nominee, and
the written consent of the nominee to serve as a director if
elected.
Proxies
Your completed proxy card instructs David R. Gibson, the
Companys Executive Vice President and Chief Financial
Officer, and Michael A. DiGregorio, the Companys Senior
Vice President, Secretary, and General Counsel, to vote as
instructed the shares of our stock for which they receive
proxies. In addition, your signed proxy card gives them
direction to vote on any other matter properly brought before
the Annual Meeting.
Solicitation
of Proxies
The Company will pay its costs relating to the solicitation of
proxies. We have retained Morrow and Co., Inc. to assist in
soliciting proxies at an estimated cost of $7,500 plus
reasonable expenses. Proxies may be solicited by officers,
directors, and staff members of the Company personally, by mail,
by telephone, or by other electronic means. The Company will
also reimburse brokers, custodians, nominees, and fiduciaries
for reasonable expenses in forwarding proxy materials to
beneficial owners of our stock.
Secrecy
in Voting
As a matter of policy, we hold confidential proxies, ballots,
and voting tabulations that identify individual shareholders.
These documents are available for examination only by Wells
Fargo Bank, N.A., our tabulation agents. The identity of the
vote of any shareholder is not disclosed except as may be
necessary to meet legal requirements.
2
Board of
Directors
Governance
of the Company
Summary
of Corporate Governance Principles
This summary of the Companys corporate governance
principles describes certain of our Boards corporate
governance practices. These practices assist our Board in
carrying out its responsibilities effectively. The Board reviews
these Guidelines periodically and may modify them as appropriate.
The Board
Responsibility
The Board has responsibility for broad corporate policy and
overall performance of the Company through oversight of
management to enhance the Companys long-term value for our
shareholders.
Role
In addition to the general oversight of management and the
Companys business performance, the Board provides input
and perspective in evaluating alternative strategic initiatives;
reviews and, where appropriate, approves fundamental financial
and business strategies and major corporate actions; ensures
processes are in place to maintain the integrity of the
executive management team; evaluates our executive management
team; and assists in succession planning for key executive
positions.
Duties
Our directors are expected to expend sufficient time, energy,
and attention to assure diligent performance of their
responsibilities. Directors will attend meetings of the Board
and its committees on which they serve, review materials
distributed in advance of the meetings, and make themselves
available for periodic updates and briefings with management.
Leadership
The positions of Chairman of the Board and Chief Executive
Officer are held by Mr. Cecala.
Independence
The Nominating and Corporate Governance Committee as well as the
Board at least annually review relationships that directors have
with the Company to determine whether there are any material
relationships that would preclude a director from being
independent. A candidate is not independent if:
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The director or any member of his or her immediate family is a
current or past executive officer of the Company;
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(a) The director is a current employee of the independent
registered public accounting firm of the Company; (b) the
director or any member of his or her immediate family is a
current partner of that firm; (c) any immediate family
member of the director is a current employee of that firm and
personally worked on the Companys audit; or (d) the
director or an immediate family member was within the last three
years a partner or employee of that firm and personally worked
on the Companys audit within that time;
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The director has served as a consultant to the Company within
the last three years;
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Any of the Companys executive officers has served on the
Compensation Committee of the company by which the director is
employed within the last three years;
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Loans to the director and his or her affiliates exceed fifty
percent (50%) of the loan-to-one borrower limit of Wilmington
Trust Company, the Companys principal banking subsidiary
(WTC);
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The director or any member of his or her immediate family
received more than $120,000 in direct compensation, other than
directors fees, from the Company within any of the last
three years;
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The Companys total payments to or from a firm that employs
the director or for which his or her immediate family member is
an executive officer exceeded the greater of $1 million or
1% of the firms gross revenues within any of the last
three years; or
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The Companys contributions to a charitable organization
that employs the director exceeded $200,000 within any of the
last three years.
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These standards are consistent with the listing standards of the
New York Stock Exchange, the stock exchange on which our shares
trade. Under these standards, Mss. Burger, Krug, Rollins, and
Whiting and Messrs. du Pont, Elliott, Foley, Mears, Mobley,
Roselle, Sockwell, and Tunnell are independent. In reaching this
determination, the Nominating and Corporate Governance Committee
considered the services the Corporation provides for
subsidiaries of ITT Corporation, of which Mr. Foley is
Senior Vice President. The Corporation received less than
$200,000 for these services in 2008. Accordingly, all of the
members of the Audit, Compensation, and Nominating and Corporate
Governance Committees are independent.
We post these independence standards on our Web site at
www.wilmingtontrust.com
under Investor
Relations Corporate Governance.
In addition, no member of the Audit Committee or his or her
immediate family may have received any consulting, advisory, or
other compensatory fee, other than directors fees, from
the Company in its most recent fiscal year.
Qualifications
Directors are selected for their integrity and character, sound,
independent judgment, breadth of experience, insight and
knowledge, and business acumen. Leadership skills, business
experience, and diversity are among the relevant criteria, which
may vary over time depending on the Boards needs. The
Nominating and Corporate Governance Committee considers
candidates with these qualifications for recommendation to the
full Board for approval.
The Board does not limit the number of other public company
boards on which a director may serve.
In general, no director may stand for reelection to the Board
after reaching age 69. The Board may in unusual
circumstances ask a director to stand for reelection after the
prescribed retirement date. A staff member director who has
served as the Chief Executive Officer retires from the Board
when retiring from employment with the Company.
Orientation
and Continuing Education
New directors are provided an orientation process to become
familiar with the Company and its strategic plans and
businesses, significant financial matters, core values and
ethics, compliance programs, corporate governance practices, and
other key policies and practices, through a review of a variety
of printed materials and meetings with senior executives. On a
periodic basis, the Board is provided with continuing education
relevant to its duties and responsibilities.
Compensation
The Board believes that compensation for outside directors
should be competitive. Our common stock is a key component, with
payment of a portion of director compensation in the form of our
stock when we have an incentive plan that has been approved by
shareholders
and/or
phantom stock units. Directors also receive stock options from
the Company from time to time when we have an incentive plan
that has been approved by shareholders. The Compensation
Committee reviews the level and form of director compensation
periodically and, if appropriate, proposes changes for the
Boards consideration. See Director Compensation in
2008.
Attendance
at Annual Shareholders Meeting
All of our directors attended last years annual
shareholders meeting.
Annual
Self-Evaluation
The Board and each of the Audit, Compensation, and Nominating
and Corporate Governance Committees makes an annual
self-evaluation of its performance, with a particular focus on
overall effectiveness.
Access
to Management and Advisors
Directors have access to the Companys management, and are
encouraged to visit the Companys facilities. The Board and
its committees may retain outside legal, financial, or other
advisors.
4
Interaction
with the Investment Community, Media, and Others
The Board believes that management generally should speak for
the Company and recommends that directors refer inquiries to the
Company.
Board Meetings
Selection
of Agenda Items
The Chairman of the Board prepares the initial draft of the
agenda for Board meetings. This is provided to the directors at
least one month prior to the Board meeting, and they are
encouraged to suggest items for inclusion on the agenda and may
raise subjects not specifically on the agenda.
Attendance
of Senior Executives
The Board welcomes regular attendance of the Companys
senior executives at Board meetings to participate in
discussions. Presentation of matters to be considered by the
Board are generally made by the responsible executives and their
staff.
Executive
Sessions
Board meetings regularly include an executive session of all
non-management directors. The chair of the Nominating and
Corporate Governance Committee leads these executive sessions.
Interested parties may communicate directly with the chair of
the Nominating and Corporate Governance Committee as well as the
Companys other independent directors at
www.ethicspoint.com
.
®
All such communications are provided to the Companys
General Counsel and the chair of the Audit Committee; those
addressed to individual directors or the Board generally will be
provided directly to those directors, and those involving human
resources-related issues also are provided to the Companys
senior management.
Leadership Assessment
Succession
Planning
The Board has responsibility for selecting the Chief Executive
Officer and assisting in planning for succession of members of
the Companys executive management team. To assist the
Board, the Chief Executive Officer periodically provides the
Board with an assessment of certain of the Companys senior
executives and their potential to succeed to the position of
Chief Executive Officer. The Chief Executive Officer also
provides the Board with an assessment of potential successors to
other key positions within the Company.
Evaluation
and Compensation of the Chief Executive Officer
Through an annual process, outside directors evaluate the Chief
Executive Officers performance and the Compensation
Committee sets his compensation.
Stock
Ownership Guidelines
Each of our directors is required to own 4,000 shares of
our stock, and each of our senior officers is required to own a
number of shares of our stock with a value equal to a multiple
of his or her base salary, depending on the officers
level, within four years after first becoming a director or
senior officer. These Stock Ownership Guidelines are posted on
our Web site at
www.wilmingtontrust.com
under
Investor Relations Corporate Governance.
Code
of Conduct and Ethics
The Company has adopted a Code of Conduct and Ethics for all of
its directors and staff members, including its executive
officers. This Code is posted on our Web site at
www.wilmingtontrust.com
under Investor
Relations About Us Guiding
Principles and is available in print to any shareholder
who requests it. The Company will post changes to and waivers of
any provisions of the Code of Conduct and Ethics applicable to
these directors and executive officers on its Website promptly.
The full text of our corporate governance principles is posted
on our Web site at
www.wilmingtontrust.com
under
Investor Relations Corporate Governance,
and is available in print to any shareholder who
requests it.
5
Committees
of the Board
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Audit
Committee
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Responsibilities include:
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Monitoring the quality and integrity of
the Companys accounting policies, financial statements,
disclosure practices, and compliance with legal and regulatory
requirements
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Overseeing the independence and
performance of the Companys internal auditor and
independent registered public accounting firm
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Reviewing reports of governmental
agencies
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Preparing a report on audit matters and
recommending that that report be filed with the Securities and
Exchange Commission (the SEC)
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All members of the Audit Committee are independent directors.
See the Audit Committee Report on page 9.
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Compensation
Committee
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Responsibilities include:
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Overseeing our compensation philosophy
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Reviewing, evaluating, and setting
compensation of and benefits provided to our executive officers
and reporting to the Board of Directors concerning its evaluation
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Retaining sole authority to hire and
terminate compensation consultants
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Providing counsel and making
recommendations to the Chairman of the Board and the full Board
of Directors with respect to the performance of the Chairman of
the Board and Chief Executive Officer
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Administering the Companys
Executive Incentive Plan, stock purchase and stock option plans,
and the Directors Deferred Fee Plan
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Advising on compensation generally,
including salaries and employee benefits
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Recommending compensation to be paid to
Wilmington Trusts directors
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Preparing a report on executive
compensation matters and recommending to the Board of Directors
that that report be filed with the SEC
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Preparing a certification regarding the
relationship between the incentive compensation programs for the
Companys senior executive officers and its risk policies
and procedures to be included in the Corporations proxy
statement
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All members of the Compensation Committee are independent
directors. See the Compensation Committee Report beginning on
page 21.
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6
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Nominating and Corporate
Governance Committee
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Responsibilities include:
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Recommending candidates for membership
on the Board of Directors and its committees
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Overseeing matters of corporate
governance
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Overseeing succession planning for the
Companys executive management
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Addressing significant shareholder
relations issues
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All members of the Nominating and Corporate Governance Committee
are independent directors.
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Each of these committees charters is posted on our Web
site at
www.wilmingtontrust.com
under Investor
Relations Corporate Governance, and is
available in print to any shareholder who requests it. Our Board
of Directors appoints each committees members and reviews
and approves each committees charter and any amendments to
that charter. Each committee selects its own chairperson.
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7
Committee
Membership
The following chart provides information about Board committee
membership and the number of meetings that each committee held
in 2008.
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NOMINATING AND
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CORPORATE
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NAME
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AUDIT
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COMPENSATION
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GOVERNANCE
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Carolyn S. Burger
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X
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X
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**
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Ted T. Cecala
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Thomas L. du Pont
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X
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X
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R. Keith Elliott
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X
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**
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X
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Donald E. Foley
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X
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*
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X
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Robert V. A. Harra Jr.
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Gailen Krug
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X
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X
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Rex L. Mears
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X
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**
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X
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*
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Stacey J. Mobley
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X
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*
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X
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**
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Michele M. Rollins
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
David P. Roselle
|
|
|
X
|
|
|
|
|
X
|
**
|
|
|
|
|
|
|
Oliver R. Sockwell
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Tunnell Jr.
|
|
|
X
|
**
|
|
|
|
|
|
|
|
|
X
|
|
|
Susan D. Whiting
|
|
|
|
|
|
|
|
X
|
|
|
|
|
X
|
**
|
|
Number of meetings in 2008
|
|
|
11
|
|
|
|
|
5
|
|
|
|
|
4
|
|
|
* Chairperson
** Committee member through April 2008, when the
Boards committees were reappointed.
Directors fulfill their responsibilities not only by attending
Board and committee meetings, but also by communicating with the
Chairman of the Board and Chief Executive Officer and other
members of management relative to matters of mutual interest and
concern to the Company. In 2008, nine meetings of the Board of
Directors were held. Each director attended at least 80% of the
meetings of the Board and its committees on which he or she
served in 2008.
8
AUDIT
MATTERS
Audit Committee Report.
The Audit Committee provides the following report with respect
to the Companys audited financial statements for the
fiscal year ended December 31, 2008:
|
|
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|
|
The Audit Committee has reviewed and discussed with management
the Companys fiscal 2008 audited financial statements;
|
|
|
|
The Audit Committee has discussed with the Companys
independent registered public accounting firm, KPMG LLP, the
matters required to be discussed by Statement on Auditing
Standard No. 114 and Staff Accounting
Bulletin No. 99;
|
|
|
|
The Audit Committee has received the written disclosures and
letter from KPMG required by Independence Standards Board
No. 1, relating to the auditors independence from the
Company and its related entities, and has discussed with the
auditors their independence from the Company; and
|
|
|
|
Based on the review and discussions referred to above, the Audit
Committee has recommended to the Board of Directors that the
fiscal 2008 audited financial statements be included in the
Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008.
|
Submitted by the Audit Committee of the Companys Board of
Directors:
Carolyn S. Burger
Donald E. Foley, Chair
Gailen Krug
David P. Roselle
Oliver R. Sockwell
All of the Committees members are independent of the
Company and are financially literate, and at least one member of
the Committee has financial management expertise. In addition,
the Companys Board of Directors has determined that
Mr. Foley qualifies as an audit committee financial expert
for purposes of the Securities and Exchange Commissions
rules. However, as those rules provide, Mr. Foley is not
thereby deemed to be an expert for any purpose under
the securities laws or has any duty, obligation, or liability
greater than the duties, obligations, and liabilities he would
have as a member of the Audit Committee and the Board of
Directors in the absence of that designation. In addition, the
designation of Mr. Foley as an audit committee financial
expert does not affect the duties, obligations, or liabilities
of any other member of the Audit Committee or the Board of
Directors.
While the Audit Committee oversees the Companys financial
reporting process for the Board of Directors consistent with
that Committees charter, the Companys management has
primary responsibility for this process and for the preparation
of the Companys consolidated financial statements in
accordance with U.S. generally accepted accounting
principles. The responsibility for the completeness and accuracy
of the Companys financial statements rests with its
management. In addition, our independent registered public
accounting firm and not the Audit Committee is responsible for
auditing those financial statements. None of the
Committees members is a certified public accountant, and
each member of the Committee is entitled to rely on the
integrity of persons and organizations within and outside the
Company from which he or she receives information and the
accuracy of the financial and other information provided to the
Committee.
The Audit Committee or the Chair of the Audit Committee
pre-approves audit, review, and attest engagements and
permissible non-audit services the Companys independent
registered public accounting firm provides, or those services
are performed in accordance with pre-approval policies and
procedures the Audit Committee has established. The
Companys policies with respect to the approval and
pre-approval of services the independent registered public
accounting firm provides are reflected in the Independent
Registered Public Accounting Firm Services Policy the Audit
Committee has adopted and which is attached to this proxy
statement as Exhibit A.
9
Audit, Audit-Related, Tax, and All Other Fees
The following table sets forth the aggregate fees for
professional services rendered by KPMG to the Company for
calendar years 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Audit Fees(1)
|
|
$
|
3,489,921
|
|
|
$
|
2,406,693
|
|
Audit-Related(2)
|
|
$
|
316,671
|
|
|
$
|
276,920
|
|
Tax Fees(3)
|
|
$
|
114,594
|
|
|
$
|
49,210
|
|
All other fees
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,921,186
|
|
|
$
|
2,732,823
|
|
|
|
(1)
|
These are fees paid for professional services rendered for the
audit of the Companys annual consolidated financial
statements and internal controls, for the reviews of the
consolidated financial statements included in the Companys
quarterly reports on
Form 10-Q,
and for services normally provided in connection with statutory
or regulatory filings or engagements.
|
|
(2)
|
These are fees paid for assurance and related services and
consisted principally of: audits of financial statements of
employee benefit plans, common trust funds, and the
Companys broker-dealer and other subsidiaries.
|
|
|
|
(3)
|
|
These are fees paid for professional services rendered for tax
advice and consulting and tax preparation work for the
Companys international subsidiaries.
|
The Audit Committee has considered whether the provision of the
foregoing audit, audit-related, and tax services is compatible
with maintaining KPMGs independence, and believes that it
is.
Independence and Audit Committee Charter.
Each member of the Audit Committee is independent
under the definition of independence contained in the New York
Stock Exchanges current listing standards. The Board of
Directors has adopted a written Audit Committee Charter.
Representatives of KPMG are expected to be present at our Annual
Meeting, will have an opportunity to make a statement if they
desire to do so, and are expected to be available to respond to
appropriate questions.
PROPOSALS YOU
MAY VOTE ON
PROPOSAL ONE
ELECTION OF DIRECTORS
There are three nominees in the Companys Class of 2012 for
election as directors this year. Detailed information on each is
provided below. Each class of directors is elected for a
three-year term. If any director is unable to stand for
re-election, your Board may reduce its size or designate a
substitute. If a substitute is designated, proxies voting on the
original director candidate will be cast for the substituted
candidate.
Your Board unanimously recommends a vote FOR each of these
directors.
10
Nominee
Biographies
Class of 2012
Voting is for this Class
Ted T. Cecala, Age 59
Director since 1996
Mr. Cecala became a director, Chairman of the Board, and
Chief Executive Officer of the Company and WTC in 1996.
Mr. Cecala also serves as a member of the Board of Managers
of each of Cramer Rosenthal McGlynn, LLC and Roxbury Capital
Management, LLC, a member of the Board of Trustees of WT Mutual
Fund, and a member of the Board of Directors of the Federal
Reserve Bank of Philadelphia.
Thomas L. du Pont, Age 60
Director since 2006
Mr. du Pont is Chairman and Publisher of DuPont Publishing,
Inc., a fully integrated publisher of specialty marketplace
magazines featuring luxury lifestyle products for sale, which
was founded in 1984.
Donald E. Foley, Age 57
Director since 2006
Mr. Foley has been Senior Vice President, Treasurer, and
Director of Taxes at ITT Corporation, a diversified manufacturer
of electrical, defense, fluid technologies, and other industrial
products, since 2003. He has served as Vice President,
Treasurer, and Director of Taxes of that company since 2000.
David P. Roselle will not stand for re-election in accordance
with the Companys Bylaws, which provide in general that no
director who has attained the age of 69 can stand for
re-election.
The following individuals currently serve as directors in the
two other classes. Their terms will end at the annual
shareholders meetings in 2010 and 2011, respectively.
Class of
2010 One Year Term Remaining
This Class was Elected at the 2007 Annual Shareholders
Meeting
R. Keith Elliott, Age 66
Director since 1997
Mr. Elliott is retired Chairman and Chief Executive Officer
of Hercules Incorporated. From 1991 through April 2000, he
served that company as Chairman and Chief Executive Officer,
President and Chief Executive Officer, President and Chief
Operating Officer, and Executive Vice President and Chief
Financial Officer. He is the lead director of Checkpoint
Systems, Inc., a director of QSGI, Inc., and a director of The
Institute for Defense Analyses.
Gailen Krug, Age 54
Director since 2004
Ms. Krug has served as Chief Investment Officer and Vice
President of Waycrosse, Inc., a private investment company that
oversees two globally diversified portfolios of financial
assets, since 1999.
Stacey J. Mobley, Age 63
Director since 1991
Mr. Mobley has served as senior counsel to Dickstein
Shapiro LLP since 2008. He previously has served as Senior Vice
President, General Counsel, and Chief Administrative Officer of
E.I. du Pont de Nemours and Company from 2000 to 2008. He is a
director of International Paper Co.
Michele M. Rollins, Age 63
Director since 2007
Ms. Rollins has served as Chairman of Rollins Jamaica,
Ltd., the holding company of Rose Hall, Ltd. (Rose
Hall), since 2000. Rose Hall owns a variety of hotel,
retail, and housing developments and golf courses in Jamaica.
Oliver R. Sockwell, Age 64
Director since 2007
Mr. Sockwell most recently served as
Executive-in-Residence
at the Columbia University Graduate School of Business from 1998
to 2003. Previously, he served as President and Chief Executive
Officer of the Construction Loan Insurance Corporation and its
subsidiary Connie Lee Insurance Company, from 1987 until 1997.
He also is a director of R. R. Donnelley & Sons
Company and Liz Claiborne, Inc.
11
Class of
2011
This Class was Elected at the 2008 Annual Shareholders
Meeting
Carolyn S. Burger, Age 68
Director since 1991
Ms. Burger was a principal in CB Associates, Inc., a
consulting firm specializing in legislation, technology
deployment for senior executives, and executive coaching, from
1996 through 2002. She served as President and Chief Executive
Officer of Bell Atlantic Delaware, Inc. from 1991 to
1996.
Robert V.A. Harra Jr., Age 59
Director since 1996
Mr. Harra has served as a director, President, and Chief
Operating Officer of the Company since 1996.
Rex L. Mears, Age 67
Director since 1992
Mr. Mears has served as President of Ray S. Mears and Sons,
Inc., a farming corporation, since 1967.
Robert W. Tunnell Jr., Age 54
Director since 1992
Mr. Tunnell became managing partner of Tunnell Companies,
an owner and developer of real estate, in 1981.
Susan D. Whiting, Age 52
Director since 2005
Ms. Whiting has served as Executive Vice President of the
Nielsen Company and Chairman of Nielsen Media Research, Inc.
since 2006. She previously served as President of Nielsen Media
Research, Inc. from 2001 to 2006.
Executive
Officers Who Are Not Directors
The following contains information about the Companys
executive officers who are not directors.
Robert M. Balentine, Age 51
Executive officer since 2008
Mr. Balentine became an Executive Vice President of the
Company in January 2008. He has also served as Chief Executive
Officer of Wilmington Trust Investment Management, LLC
(WTIM) since 2006. From 2005 to 2006, he served as
President and Chief Executive Officer of WTIM; from 2002 to
2005, he served as Chairman of the Board, Chief Executive
Officer, and Treasurer of Balentine & Company, LLC,
WTIMs predecessor.
Michael A. DiGregorio, Age 62
Executive officer since 2003
Mr. DiGregorio became a Senior Vice President, Secretary,
and General Counsel of the Company and of WTC in 2003. He
previously served as Vice President and Secretary of the Company
from 2001 to 2003.
William J. Farrell II, Age 50
Executive officer since 2005
Mr. Farrell became an Executive Vice President of the
Company and WTC in 2002. In 2005, he assumed oversight of
WTCs Corporate Client Services Department.
David R. Gibson, Age 51
Executive officer since 1992
Mr. Gibson became an Executive Vice President and Chief
Financial Officer of the Company and of WTC in 2002.
Mark A. Graham, Age 47
Executive officer since January 2008
Mr. Graham became an Executive Vice President of the
Company in January 2008. He previously served as
President Mid Atlantic for Wilmington Trust FSB
from 2007 to 2008 and as President of Wilmington Trust of
Pennsylvania from 2001 to 2007.
Kevyn N. Rakowski, Age 55
Executive officer since 2006
Ms. Rakowski became a Senior Vice President and Controller
of the Company in 2006. She previously served as Vice President
and Controller of Marlin Leasing Corporation from June 2004 to
April 2006 and as Director of Accounting and Reporting for
Infrasource, Inc. from 2000 to 2004.
12
Ownership
of Wilmington Trust Stock
The following table includes shares in the Company beneficially
owned by each director and nominee, each executive officer named
in the Summary Compensation Table on page 23, and by all
directors and executive officers as a group as of
January 31, 2009.
Under the SECs rules, beneficial ownership
includes shares for which an individual, directly or indirectly,
has or shares voting or investment power, whether or not the
shares are held for the individuals benefit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of
|
|
|
|
|
|
|
|
|
|
|
Phantom
|
|
|
|
|
Beneficial
|
|
Amount and Nature of Beneficial
|
|
|
|
|
|
Percent of
|
|
|
Stock
|
|
|
Restricted Stock
|
|
Owner
|
|
Ownership
|
|
|
Total
|
|
|
Class
|
|
|
Units(10)
|
|
|
Units(11)
|
|
|
|
(Number of
|
|
|
Voting and/or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares)
|
|
|
Investment
|
|
|
Right to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct(1)
|
|
|
Power(6)
|
|
|
Acquire(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R.M. Balentine
|
|
|
349,676
|
|
|
|
393,465
|
|
|
|
58,750
|
|
|
|
801,891
|
(8)
|
|
|
1.16
|
%
|
|
|
|
|
|
|
|
|
C. S. Burger
|
|
|
6,499
|
|
|
|
|
|
|
|
27,500
|
|
|
|
33,999
|
|
|
|
|
|
|
|
|
|
|
|
618
|
|
T. T. Cecala
|
|
|
400,470
|
|
|
|
|
|
|
|
670,000
|
|
|
|
1,070,470
|
|
|
|
1.55
|
%
|
|
|
|
|
|
|
|
|
T. L. du Pont
|
|
|
358
|
|
|
|
23,200
|
|
|
|
1,000
|
|
|
|
24,558
|
|
|
|
|
|
|
|
|
|
|
|
1,539
|
|
R. K. Elliott
|
|
|
5,753
|
|
|
|
|
|
|
|
27,500
|
|
|
|
33,253
|
|
|
|
|
|
|
|
2,335
|
|
|
|
3,308
|
|
W. J. Farrell
|
|
|
34,151
|
(2)
|
|
|
|
|
|
|
195,000
|
|
|
|
229,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. E. Foley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,983
|
|
|
|
2,390
|
|
D. R. Gibson
|
|
|
69,558
|
(3)
|
|
|
99
|
|
|
|
165,000
|
|
|
|
234,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R.V.A. Harra Jr.
|
|
|
345,881
|
(4)
|
|
|
1,678
|
|
|
|
310,000
|
|
|
|
657,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G. Krug
|
|
|
1,621
|
|
|
|
500
|
|
|
|
8,000
|
|
|
|
10,121
|
|
|
|
|
|
|
|
|
|
|
|
1,556
|
|
R. L. Mears
|
|
|
1,198
|
|
|
|
12,345
|
|
|
|
27,500
|
|
|
|
41,043
|
|
|
|
|
|
|
|
|
|
|
|
618
|
|
S. J. Mobley
|
|
|
5,603
|
|
|
|
|
|
|
|
27,500
|
|
|
|
33,103
|
|
|
|
|
|
|
|
8,133
|
|
|
|
3,766
|
|
M. M. Rollins
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
1,539
|
|
D. P. Roselle
|
|
|
10,858
|
|
|
|
|
|
|
|
27,500
|
|
|
|
38,358
|
|
|
|
|
|
|
|
|
|
|
|
1,078
|
|
O. R. Sockwell
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
635
|
|
R. W. Tunnell Jr.
|
|
|
79,599
|
(5)
|
|
|
340,039
|
|
|
|
27,500
|
|
|
|
447,138
|
(9)
|
|
|
|
|
|
|
|
|
|
|
1,539
|
|
S. D. Whiting
|
|
|
1,497
|
|
|
|
|
|
|
|
4,000
|
|
|
|
5,497
|
|
|
|
|
|
|
|
|
|
|
|
626
|
|
Directors, Nominees, and Executive Officers as a Group
(20 persons)
|
|
|
1,370,100
|
|
|
|
785,840
|
|
|
|
1,716,101
|
|
|
|
3,872,041
|
|
|
|
5.60
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) This column includes stock held by directors and
executive officers or certain members of their immediate
families.
(2) Thirty-one thousand four hundred forty-six of these
shares are pledged.
(3) Forty-nine thousand six hundred seventy-eight of these
shares are pledged.
(4) One hundred forty-one thousand one hundred twenty-one
of these shares are pledged.
(5) Seventy-one thousand nine-hundred forty-five of these
shares are pledged.
(6) This column includes stock for which directors or
executive officers are deemed to have sole or shared voting
power.
(7) This column includes shares which directors or
executive officers have the right to acquire within 60 days
after December 31, 2008.
13
(8) Four hundred seventy-four thousand one hundred
ninety-six of these shares are pledged.
(9) One hundred thirty-four thousand four hundred
eighty-eight of these shares are pledged.
(10) These phantom stock units were acquired in lieu of
directors fees. Their value is based on the market price
of our common stock, together with dividend equivalents on that
stock. The units can be redeemed only for cash following
termination of the individuals service as a director, and
do not have voting rights.
(11) These restricted stock units were acquired in lieu of
stock which the director was entitled to receive for his annual
retainer. They earn dividend equivalents, and can be redeemed
only for stock following termination of the individuals
service as a director.
In a Schedule 13G filed with the Securities and Exchange
Commission, Barclays Global Investors (Deutschland) AG
(Barclays) reported that, as of December 31,
2008, certain of its subsidiaries held shares of our common
stock as follows:
|
|
|
|
|
|
|
|
|
|
|
(1) Title of
|
|
(2) Name and address of
|
|
(3) Amount and nature of
|
|
|
(4) Percent
|
|
class
|
|
beneficial owner
|
|
beneficial ownership
|
|
|
of class
|
|
|
Common
|
|
Barclays Global Investors (Deutschland) AG
Apianstrasse 6 D-85774
Unterfohring, Germany
|
|
|
4,668,152
|
(1)
|
|
|
6.79
|
%
|
|
|
|
(1)
|
|
The Schedule 13G reflects that Barclays subsidiaries
have sole voting power with respect to 3,929,954 of these shares.
|
Compensation
Discussion and Analysis
Overview
Our overall corporate strategies are to invest in businesses
that have the most potential for long-term growth or high
operating profit margins, be the market leader in each of our
businesses, and increase profitability without compromising our
overall risk profile.
We describe our compensation program below in two sections. The
first, captioned General below, describes our
general and historical compensation philosophy and programs.
Under the second section, captioned CPP, we
summarize additional components of our compensation programs
under the United States Department of the Treasurys (the
Treasurys) Capital Purchase Program (the
CPP), some of which became effective on
February 17, 2009, and effected compensation awarded in
2009 for performance in 2008.
General
Total Compensation Philosophy
To accomplish our strategies, we award compensation to executive
officers to help assure that we attract, motivate, and retain
qualified executives and provide them the opportunity to be
rewarded for superior performance. The objectives for our
compensation practices include:
|
|
|
Offering a total compensation program that is competitive with
the compensation practices of those peer companies with which we
compete for talent;
|
|
|
Putting a significant portion of executive compensation at risk
based upon the achievement of pre-established, quantitative
corporate and qualitative individual objectives;
|
|
|
Aligning the interests of our executive officers with those of
our shareholders through long-term incentives; and
|
|
|
Providing incentives that promote retention of our executive
officers.
|
Compensation awarded to our executive officers for 2008
reflected the downturn in the economy in general and results for
the financial services industry in particular.
We believe our total compensation philosophy best serves to
further our overall corporate objectives and rewards our
executive officers appropriately.
14
Elements of Compensation
We seek to attract executive talent and motivate and retain
executive officers by offering a balanced mix of pay that
incorporates the following key components:
|
|
|
An annual base salary;
|
|
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A potential annual cash bonus, which is based on corporate
financial and individual performance factors;
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Longer-term awards generally consisting of stock options and
restricted stock, which are intended to retain executive
officers and align their compensation with our
shareholders interests; and
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Certain other benefits.
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Certain limitations on these benefits during the period the
U.S. Treasury owns any security we issued under the CPP and
are summarized under the section captioned CPP
below. We typically target total cash compensation at roughly an
even split between an executive officers base salary and
potential target cash bonus, but provide an opportunity for our
executives to earn even larger bonuses for performance that
exceeds expectations. We do not target any specific relation
between an executives cash and non-cash compensation, but
executives have the potential to earn a substantial portion of
their total compensation from equity compensation.
Our executive compensation program focuses our executive
officers on enhancing shareholder value through their successful
long-term strategic management. In addition to our cash bonus
program, we seek to do this by providing executive officers with
ownership interests in our Company in the form of restricted
stock and stock options. Since the ultimate value of the stock
made available through these awards depends on our
companys success, restricted stock and stock options
provide executive officers continuing incentives to increase
stockholder value after the award is granted. Restricted stock
provides compensation to the executive if the Companys
stock maintains its value, and increased compensation if the
value of the Companys stock increases. By contrast, an
executive obtains compensation from stock options only if the
value of the Companys stock increases from the date of
grant. We believe this mix of equity compensation awards helps
us achieve an appropriate balance between short- and long-term
performance and value objectives.
Our equity compensation awards are also structured to retain our
executives. Restricted stock awards typically vest over three or
four years after grant, thus facilitating retention of the
executive officer. Stock option awards typically vest only after
three years. Certain additional limitations on long-term
compensation for our Named Executive Officers are summarized in
the section captioned CPP below.
Each of our executive officers is required to own a number of
shares of our stock with a value equal to a multiple of four to
six times his or her base salary, depending on the
officers level, within four years after first becoming an
executive officer. Other senior officers are required to own a
number of shares of our stock with a value equal to three times
their base salaries, while each of our directors is required to
own 4,000 shares of our stock. The following table reflects
the stock ownership requirements and stock ownership as of
January 31, 2009, of our Named Executive Officers
identified on page 23 below:
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Stock
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Ownership
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Stock
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Named Executive Officer
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Requirement
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Owned
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Ted T. Cecala
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114,290
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400,470
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David R. Gibson
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28,960
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69,657
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Robert V.A. Harra Jr.
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68,690
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347,559
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Robert M. Balentine
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32,480
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743,141
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William J. Farrell II
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30,760
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34,151
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Each executive officers total compensation package further
includes benefits under our broad-based pension plan and a
supplemental executive retirement plan, as well as under
change-in-control
agreements. These benefits foster the retention and stability of
our executive management team. The supplemental plan is designed
in part to provide executive officers with benefits to which
they would otherwise be entitled under the broad-based pension
plan, but which are limited under the terms of that plan by
legislative and regulatory restrictions. Benefits under the
supplemental plan are not currently funded, generally vest over
a period of 15 years, and may be terminated upon a
termination for cause or for competing with Wilmington Trust
following termination of employment.
In addition to our pension and supplemental retirement plans, we
provide
change-in-control
severance benefits and protections under separate
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agreements into which we have entered with our executive and
certain other officers. These
change-in-control
agreements require a double trigger, meaning that
our executive officers are not eligible to receive any payments
under the agreements unless there is both a
change-in-control
and, within two years of the
change-in-control,
an actual or constructive termination of the executive
officers employment by the Company. We do not have written
employment agreements with our executive officers.
Early in each year, the Compensation Committee approves
executive officers base salaries, bonus targets and
performance factors for bonuses, and long-term equity awards for
the current year, as well as bonuses earned for the prior year.
In reviewing the performance of the Companys executive
officers other than Mr. Cecala, the Compensation Committee
considers his recommendations regarding the bonus targets and
performance factors against which each executive officer other
than himself should be evaluated, his views of their performance
with respect to each element of compensation, and his views with
respect to the amount of each element of compensation to be paid
to each executive officer other than himself. Mr. Cecala
attends the meetings of the Compensation Committee except when
the Committee is determining his compensation or meeting in
executive session. The Compensation Committee can modify a
recommended amount at its discretion. The total compensation for
each of our Named Executive Officers for 2008 declined from 2007.
The Compensation Committee believes that the compensation
awarded to Mr. Cecala is commensurate with the compensation
awarded to our other named executive officers, taking into
consideration the level of his responsibilities as the Chairman
of the Board and Chief Executive Officer of our Company. The
Compensation Committees goals in setting
Mr. Cecalas compensation are similar to its goals for
compensation to our executive officers generally: to provide
compensation that is competitive with the compensation practices
of those peer companies with which we compete for talent; put a
significant portion of compensation at risk; align his interests
with those of our shareholders through long-term incentives; and
provide incentives that promote his retention.
Base Salaries
We determine base salaries for each executive officer by
evaluating his or her responsibilities and performance. We also
consider the competitive market for executive talent, engaging a
compensation consultant to conduct a market review of
compensation paid to executives at comparable financial
institutions every two years. For 2009, we engaged McLagen
Partners, as compensation consultants (McLagan), to
compare base salaries, cash compensation, long-term
compensation, and total compensation we pay our senior officers
to those paid to senior officers in comparable positions at
institutions with comparable businesses identified as the
Compensation Peer Group on Exhibit B to this proxy
statement. McLagan provides unrelated consulting services to
Wilmington Trust Investment Management, LLC
(WTIM). Our Human Resources Department also monitors
nationally published compensation surveys on a continuous basis,
and would recommend review at an intermediate time if national
trends indicated a need to reevaluate our competitive
positioning.
We typically set executive officers base salaries at or
near the median of base salaries awarded at those institutions
with comparable businesses. This is consistent with our
Companys practice in paying our staff members generally.
We believe this target best enables us to attract and retain
executive talent consistent with our shareholders
interests. We typically adjust executive officers salaries
annually to take into account our companys and the
individuals performance, as well as any changes in the
executive officers responsibilities during the most recent
year. We also consider the financial results of the business
line or area over which the executive officer has responsibility
and his or her leadership and contribution to our companys
performance. In establishing increases to base salaries for our
Named Executive Officers for 2008, the Compensation Committee
considered the same performance factors it considered in
awarding cash bonuses and restricted stock. The Compensation
Committee considers the recommendations of Mr. Cecala in
awarding any increases in base salary other than his. In
February 2008, the base salary for Mr. Cecala was increased
by $75,000; the base salary for Mr. Gibson was increased by
$15,000; the base salary for Mr. Harra was increased by
$20,000; the base salary for Mr. Balentine was increased by
$40,000; and the base salary for Mr. Farrell was
16
increased by $25,000. There will not be any base salary
adjustments for executive officers for 2009.
Bonuses
We provide our executive officers incentives in the form of cash
and stock awards to recognize and reward the achievement of
individual and corporate performance goals. No bonus is
guaranteed but, if earned, executive officers can earn bonuses
under this plan ranging from 0% to up to 200% of their base
salaries. At the beginning of each year, the Compensation
Committee approves potential bonus amounts expressed as a
percentage of base salary for each executive officer. For 2008,
the bonus target for Messrs. Gibson and Harra was 100% of
base salary, for Mr. Farrell it was 110% of base salary,
for Mr. Balentine it was 140% of base salary, and for
Mr. Cecala it was 200% of base salary. Officers can earn
additional bonus amounts for performance we deem outstanding.
We multiply each executive officers anticipated bonus
potential by a factor determined (1) 25% based upon our
average return on equity over the most recent three years
against the average return on equity over that period of
financial institutions with asset sizes ranging from one-half to
twice our asset size at December 31, 2008, identified on
Exhibit B to this proxy statement (the Performance
Peer Group), (2) 25% based upon our average return on
assets over the most recent three years against the average
return on assets over that period of the Performance Peer Group,
(3) 25% based upon the growth in our average earnings per
share over the most recent three years against the growth in
average earnings per share over that period of the Performance
Peer Group, and (4) 25% based upon our net income against
our business plan (the Corporate Performance
Factor). For the three years ending with 2008, our average
return on equity ranked us at the 52nd percentile among the
Performance Peer Group, our average return on assets ranked us
at the 55th percentile among the Performance Peer Group,
and the percentage growth in our average earnings per share
ranked us at the 32nd percentile among the Performance Peer
Group.
With respect to the relative performance metrics (the first
three metrics identified in the preceding paragraph), target
performance is achieved when each of our average return on
equity, average return on assets, and the annual growth in our
average earnings per share for the most recent three years is
equal to or greater than the median average return on equity,
average return on assets, and growth in the average earnings per
share, for the most recent three years of the members of the
Performance Peer Group. For the three years ending with 2008,
the three-year median average return on equity was 9.29%, the
three-year median average return on assets was .92%, and the
three-year median earnings per share growth was an average loss
per share of 16.84%.
With respect to the absolute performance metric (the fourth
metric identified in the second preceding paragraph), target
performance is achieved when we reach the annual net income
target established by the Board of Directors in our business
plan, which was $198 million for 2008. The difference
between business plan and our actual results of a loss of
$23.6 million for 2008 was due primarily to writedowns
taken in connection with other-than-temporary impairments of
preferred stock of the Federal National Mortgage Association,
the Federal Home Loan Mortgage Corporation, and other financial
institutions, and the carrying value of the Companys
investment in its affiliate Roxbury Capital Management, LLC; a
significantly increased provision for loan losses; and sharply
reduced market interest rates, which compressed our net interest
margin. When we do not reach or we exceed target performance for
any metric, bonus payouts are reduced or increased
commensurately. Based on the Corporations performance in
the most recent three years ending in 2008 in terms of its
performance against the Peer Group and its net income against
the business plan, the bonus potential was decreased 12.87%. For
bonus awards for 2008, the bonus pool available for our Named
Executive Officers under this formula was $2,462,100.
The Compensation Committee retains discretion to increase or
decrease the size of the bonus pool available for all executive
officers based on extraordinary events such as restructuring
charges or gain or loss on disposal of a business unit. The
extraordinary developments in the economy generally and in the
financial services industry and our Company in particular during
2008 led the Compensation Committee to further reduce the bonus
pool for our Named Executive Officers for 2008 to $982,500.
Using this bonus pool, the Committee then determines how much of
each executives available bonus is earned based on its
evaluation of his or her achievement of performance factors
established for the executive at the beginning
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of the prior year. The CPP requires that those bonuses be in the
form of restricted stock that does not vest until the funds we
received from the Treasury in the CPP are repaid.
The performance factors considered in establishing
Mr. Cecalas bonus for 2008 included the
Companys net income compared to its net income goal and
its average return on equity, average return on assets, and
average growth in earnings per share over the most recent three
years compared to the Performance Peer Group.
The performance factors considered in establishing
Mr. Gibsons bonus for 2008 included continued
monitoring of our funding strategies and balance sheet risk, and
assistance with acquisitions and divestitures.
The performance factors considered in establishing
Mr. Harras bonus for 2008 included deposit growth,
implementing new technology, and business development in our
mid-Atlantic markets.
The performance factors considered in establishing
Mr. Balentines bonus for 2008 included the investment
performance of WTIM compared to its benchmarks, improving the
organizational structure of Wilmington Brokerage Services
Company, internalizing assets being managed by outside
investment firms in appropriate circumstances, and expanding the
distribution of WTIMs products and services through
external parties.
The performance factors considered in establishing
Mr. Farrells bonus for 2008 included increasing the
presence of the Corporate Client Services business outside the
United States, increasing sales of investment management
products, and integrating the corporate retirement services
businesses of AST Capital Trust Company and our Company.
We do not assign specific weightings to these separate
performance factors in awarding our executive officers bonuses,
and do not set any specific standards or parameters or any
specific quantitative financial or other performance threshold
that must be reached to generate a minimum or a maximum bonus
amount for any executive officer or any threshold, target, or
maximum bonus threshold for any executive officer. Instead, the
Compensation Committee compares each executive officers
performance against the totality of performance factors
established for the executive officer at the beginning of the
year, taking into account the recommendations of Mr. Cecala
with respect to bonuses other than his own.
The Committee reviewed Mr. Cecalas performance in
2008 and considered how he successfully managed interest rate
risk for the Company and completed two acquisitions. Based on
the bonus target for Mr. Cecala, the Corporate Performance
Factor, the Committees subjective evaluation of his and
the Companys performance, and the CPPs requirements,
the Committee awarded Mr. Cecala a bonus of $200,000 for
2008 in the form of restricted stock.*
The Committee reviewed Mr. Gibsons performance in
2008, noting in particular his contributions to the
Companys strategic objectives to maintain its interest
rate risk program to help protect its net interest margin and
earnings from fluctuations in market interest rates; implement
the Corporations funding management function to maximize
the Companys liquidity and capital objectives; and assist
in our Companys acquistions. Based on the bonus target for
Mr. Gibson, the Corporate Performance Factor, the
Committees subjective evaluation of his and the
Companys performance, and the CPPs requirements, the
Committee awarded Mr. Gibson a bonus of $195,000 for 2008
in the form of restricted stock.*
The Committee reviewed Mr. Harras performance in
2008, noting in particular his contributions to the
Companys deposit growth; implementing new technology in
our branches; and business development in our mid-Atlantic
markets; and our loan growth. Based on the bonus target for
Mr. Harra, the Corporate Performance Factor, the
Committees subjective evaluation of his and the
Companys performance, and the CPPs requirements, the
Committee awarded Mr. Harra a bonus of $200,000 for 2008 in
the form of restricted stock.*
The Committee reviewed Mr. Balentines performance in
2008, noting in particular the investment performance of WTIM
against its benchmarks; the improvement in Wilmington Brokerage
Services Companys organizational structure; and
WTIMs internalizing assets being managed by outside
investment firms in appropriate circumstances. Based on the
bonus target for Mr. Balentine, the Corporate Performance
Factor, the Committees subjective evaluation of his and
the Companys performance, and the CPPs requirements,
the Committee awarded Mr. Balentine
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a bonus of $187,500 for 2008 in the form of restricted stock.*
The Committee reviewed Mr. Farrells performance in
2008, noting in particular his contributions to the
Companys strategic objectives to expand the presence of
the Corporate Client Services business line outside the United
States; increasing sales of investment management products; and
completion of two acquisitions in the corporate retirement
services business. Based on the bonus target for
Mr. Farrell, the Corporate Performance Factor, the
Committees subjective evaluation of his and the
Companys performance, and the CPPs requirements, the
Committee awarded Mr. Farrell a bonus of $200,000 for 2008
in the form of restricted stock.*
*All such bonuses for 2008 were in the form of restricted stock
which will vest in three equal installments over the three-year
period beginning with the date of the award, but not before the
Treasury no longer holds any debt or equity security we issued
under the CPP. Since it is in the form of restricted stock,
these bonuses are subject to forfeiture prior to vesting.
The Committee believes that its process of providing bonus
targets and quantitative corporate and individual performance
objectives to each executive officer at the beginning of the
year, its subjective review of those officers achievement
of those objectives at the end of the year relying substantially
on Mr. Cecalas evaluation of each executives
performance, and its award to those officers of incentive and
long-term compensation at the end of the year based in part on
corporate performance and in part on its assessment of the
totality of each executives achievement of those
objectives, provides the most appropriate incentives to those
officers to maximize returns to the Corporations
shareholders and to achieve the Corporations long-term
objectives.
Tax Considerations
Section 162(m) of the Internal Revenue Code and the
regulations thereunder (collectively,
Section 162(m)) prohibit companies from
deducting compensation paid to certain executive officers in
excess of $1 million unless that compensation is
performance-based. Accordingly, salary and certain
other compensation not tied to achievement of pre-established
performance goals are included in Section 162(m)s
$1 million deduction cap.
Under our bonus plan, the Company is able to award compensation
to executive officers a portion of which will be excluded from
the deduction cap under Section 162(m) of the Internal
Revenue Code (Section 162(m) Participants). In
order to be able to deduct bonuses payable to our executive
officers who qualify as Section 162(m) Participants, the
performance goals applicable to those officers are based on any
combination of one or more of the following criteria selected by
the Compensation Committee at the beginning of the applicable
performance period: income, net income, growth in income or net
income, earnings per share, growth in earnings per share, cash
flow measures, return on equity, return on assets, return on
investment, loan loss reserves, market share, fees, growth in
fees, assets, growth in assets, stockholder return, stock price,
achievement of balance sheet or income statement objectives,
expenses, reduction in expenses, charge-offs, non-performing
assets, and overhead ratio. These goals may be company-wide or
on a departmental, divisional, regional, or individual basis.
Any goal may be measured in absolute terms, by reference to
internal performance targets, or compared to another company or
companies.
Mr. Cecala was the Companys only Section 162(m)
Participant for 2008. The performance factors on which his bonus
was based were the Companys net income against its plan
and its average return on equity, average return on assets, and
the growth in its average earnings per share over the most
recent three years against the Performance Peer Group over that
period. As noted below, while the Treasury holds any debt or
equity security we issued to it under CPP, we cannot deduct
compensation awarded to any of our Named Executive Officers in
excess of $500,000 annually, provided that this limitation is
pro-rated for 2008, the initial year we participated in the CPP.
Annual bonus awards are typically paid in cash, except that a
portion of bonus awards granted is made in the form of
restricted stock. This generally represents 20% of the executive
officers bonus amount plus a 15% premium to compensate for
(1) the delay in the executives receiving the award
and (2) the fact that this portion of the award is made in
stock and not in cash. This is the same allocation method
generally used to award bonuses
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to other senior officers of the Company. We award restricted
stock to our executive officers annually only at the regularly
scheduled meeting of the Compensation Committee held in February
of each year at which annual compensation awards are made.
Restricted stock awards generally vest over three or four years
and are subject to forfeiture prior to vesting. Any increase in
value that accrues to our executive officers from restricted
stock is based entirely on our stocks performance
subsequent to the date of grant, and bears a direct relationship
to the value our shareholders realize.
Our shareholders have approved the bonus plan for our executive
officers. Bonus awards for the prior fiscal year typically are
approved at the Compensation Committees regularly
scheduled meeting held in February of each year.
Stock Options
Under our 2009 Long-Term Incentive Plan, if approved by our
shareholders, we will be able to make cash-based and stock-based
awards. Stock options we have granted previously typically vest
after three years and have terms of up to ten years, and are
intended to motivate the recipients to increase our
Companys long-term value. In granting stock options to our
executive officers, we typically consider the number of options
the officer received previously; the officers level;
changes in his or her duties and responsibilities during the
year; and our Companys current and prospective
performance. We do not employ any formula in awarding stock
options. Instead, the Compensation Committee compares each
executive officers performance against the totality of
performance factors established for that executive officer at
the beginning of the previous year, taking into account the
recommendations of Mr. Cecala with respect to stock option
awards other than his own. When we have a long-term incentive
plan that has been approved by our shareholders, we generally
award stock options to our executive officers annually only at
the meeting of the Compensation Committee at which such awards
are granted each year, and all stock options are granted with
exercise prices equal to the last sale price of our stock on the
date of grant. Any value that accrues to our officers from stock
options is based entirely on appreciation in our stock price
following the date of grant, and bears a direct relationship to
the value our shareholders realize. In addition, although our
2009 Long-Term Incentive Plan, if approved by our shareholders,
would permit our Compensation Committee or Select Committee to
make cash awards under that plan, neither of those committees
has ever done so under any of our prior long-term incentive
plans. Instead, they have granted only stock options and
restricted stock under those plans, since we believe these types
of awards most closely align our executive officers
interests with those of our shareholders over the long term. The
performance factors the Compensation Committee considers in
awarding stock options are the same as those it considers in
setting our executives base salaries and bonus awards.
All option plans under which we have granted option awards have
been approved by our shareholders. No options held by our Named
Executive Officers were in-the-money at December 31, 2008.
Perquisites
We provide country club memberships for executive and other
senior officers who have customer entertainment responsibilities.
CPP
On December 12, 2008, we entered into agreements (the
Agreements) with the Treasury pursuant to the CPP.
Under the Agreements, we received a total purchase price of
$330,000,000 and issued to the Treasury 330,000 shares of
our fixed-rate perpetual preferred stock and a warrant (the
Warrant) to purchase up to 1,856,714 shares of
our common stock.
In connection with our participation in the CPP, each Named
Executive Officer delivered to the Treasury a waiver waiving any
claims against us or the Treasury for any changes to that
officers compensation or benefits required to comply with
the CPP during the period the Treasury holds any debt or equity
security we issue under the Agreements or the Warrant. During
the period the Treasury holds any debt or equity security we
issue under the Agreements or the Warrant, we cannot deduct
compensation awarded to any such officer in excess of $500,000
annually, provided that this limitation is pro-rated for the
initial year we participate in the CPP.
In addition, under the CPP:
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We cannot presently award our Named Executive Officers and 10
next most highly-
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compensated employees (MHCEs) bonus or incentive
compensation, except for (a) restricted stock that does not vest
until the funds we received in the CPP are repaid and which is
not more than one-third of the individuals annual
compensation or (b) bonuses paid pursuant to written employment
agreements executed on or before February 11, 2009.
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We cannot make any golden parachute payments to our
Named Executive Officers or the next five MHCEs;
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We must recover bonuses, retention awards, and incentive
compensation paid to our Named Executive Officers and the next
20 MHCEs that are based on statements of earnings, revenues,
gains, or other criteria that are later found to be materially
inaccurate;
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We must prohibit compensation plans that would encourage the
manipulation of our earnings and exclude incentives for our
Named Executive Officers to take unnecessary and excessive risks
that would threaten the value of our Company;
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Our shareholders are permitted to have a nonbinding vote on our
executive compensation;
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Our Compensation Committee must meet at least semi-annually to
evaluate our employee compensation plans and assess the risks to
which they expose our Company; and
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Our Chief Executive Officer and Chief Financial Officer must
certify to our compliance with these requirements in filings we
make with the SEC.
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Compensation
Committee Report
Consistent with the requirements of the CPP, the Committee
certifies that: (1) within 90 days of our
participation in the CPP, it reviewed with our senior risk
officer the incentive compensation arrangements for the Named
Executive Officers to ensure that those arrangements do not
encourage those officers to take unnecessary and excessive risks
that threaten the value of the Company, and (2) it has met
with our senior risk officer to discuss and review the
relationship between our risk management policies and practices
and the incentive compensation arrangements for those officers.
In concluding that the incentive compensation arrangements for
the Named Executive Officers do not encourage them to take
unnecessary and excessive risks that threaten the value of the
Company, the Committee considered a number of factors, including
that (1) those incentives are awarded based on a number of
performance factors for each officer and not on a single,
short-term factor, (2) it subjectively reviews each
officers achievement of those performance factors with the
goal of maximizing return to our shareholders and achieving our
long-term objectives, (3) several of those performance
factors are expressly directed at mitigating risk and improving
controls, business integration, and succession planning for us,
(4) those incentives, which currently must be in the form
of restricted stock, do not vest until we have repaid all funds
we received in the CPP, (5) the amount of that restricted
stock is limited to one-third of the officers annual
compensation, (6) with respect to the relative performance
metrics, we consider our performance against the Performance
Peer Group in terms of average return on equity, average return
on assets, and growth in average earnings per share over a
three-year period, and not just over a single year, (7) the
Performance Peer Group is wide, as opposed to a narrow peer
group, (8) the overall level of the incentive compensation
of the Named Executive Officers is not excessive compared with
incentive compensation awarded to executive officers of
comparable institutions, and (9) each Named Executive
Officer has executed an agreement authorizing us to recover, or
claw back, incentive compensation paid to that
officer based on materially inaccurate financial statements or
any other materially inaccurate performance metric criteria.
The Compensation Committee has reviewed all components of the
Named Executive Officers compensation, including:
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Base salary, bonus, and long-term incentives;
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Accumulated stock option and restricted stock gains;
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The dollar value of perquisites and other personal benefits to
the Named Executive Officers; and
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The present value of benefits under the Pension Plan and the
SERP.
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21
The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis above with management, and
has recommended to the Board of Directors that this disclosure
be included in this proxy statement.
Submitted by the Compensation Committee of the Companys
Board of Directors:
Stacey J. Mobley, Chair
Thomas L. DuPont
Donald E. Foley
Gailen Krug
Susan D. Whiting
Other
Compensation Disclosures
The Committees charter is posted on our Web site at
www.wilmingtontrust.com
under Investor
Relations Corporate Governance. The Committee
does not delegate its authority to any person, but, as noted
above, does consider Mr. Cecalas views in setting
compensation for executive officers other than himself.
Certain
Relationships and Related Transactions
Certain of our Companys subsidiaries have banking
transactions in the ordinary course of business with
Ms. Burger, Messrs. duPont and Tunnell, and certain of our
officers and their associates on the same terms, including
interest rates and collateral on loans, as those prevailing at
the time for comparable transactions with others not related to
the lender and that do not involve more than the normal risk of
collectability or present other unfavorable features.
Compensation Committee Interlocks and Insider
Participation
The Compensation Committees members are Stacey J. Mobley
(Chair), Thomas L. duPont, Donald E. Foley, Gailen Krug, and
Susan D. Whiting. No member of the Compensation Committee is a
current or past officer or employee of the Company. No executive
officer of the Company serves as a member of the compensation
committee or Board of Directors of any other company whose
members include an individual who also serves on our Board of
Directors or the Compensation Committee.
Mr. duPont is indebted to WTC on the same terms, including
interest rates and collateral, as those prevailing at the time
for comparable transactions with other not related to the lender
and that do not involve more than the normal risk of
collectability or present other unfavorable features.
Our Code of Conduct and Ethics, which we post on our Web site,
prohibits directors and executive officers from engaging in
transactions that may raise even the appearance of a conflict of
interest with our Company. Our Companys General Counsel
reviews any significant transaction a director or executive
officer proposes to have with the Company that could give rise
to a conflict of interest or the appearance of a conflict of
interest, including any transaction that would require
disclosure under Item 404(a) of
Regulation S-K.
Our policy defines such a transaction as any transaction between
our Company and designated individuals, other than transactions
available to all employees or that involve less than $5,000.
In conducting this review, the General Counsel ensures that all
such transactions are reasonable and fair to our Company and its
subsidiaries. Among the factors the General Counsel considers in
determining whether a transaction is fair to our Company and its
subsidiaries is the aggregate value of the transaction and
whether it represents an opportunity that may be equally
available to the Company itself. The Companys policies and
procedures for the review and approval of related party
transactions are in writing, posted on our Web site at
www.wilmingtontrust.com under Investor Relations-Corporate
Governance, and are available in print to any shareholder
who requests them. No transaction has been entered into with any
director or executive officer that does not comply with those
policies and procedures.
22
Summary
Compensation Table
The following table shows information about compensation the
Company awarded in 2008, 2007, and 2006 to its chief executive
officer, chief financial officer, its three other most highly
compensated executive officers at December 31, 2008 (the
Named Executive Officers).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)(5)
|
|
(i)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
Name and
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
Principal Position
|
|
Year
|
|
($)
|
|
($)(1)
|
|
($)(2)(3)
|
|
($)(3)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Ted T. Cecala,
|
|
2008
|
|
$
|
735,577
|
|
|
$
|
0
|
|
|
$
|
1,043,198
|
(4)
|
|
$
|
699,257
|
|
|
N/A
|
|
$
|
1,268,350
|
|
|
$
|
34,348
|
(6)
|
|
$
|
3,780,730
|
|
Chairman of the
|
|
2007
|
|
$
|
668,269
|
|
|
$
|
674,000
|
|
|
$
|
991,264
|
(4)
|
|
$
|
662,736
|
|
|
N/A
|
|
$
|
716,504
|
|
|
$
|
22,349
|
(6)
|
|
$
|
3,735,122
|
|
Board and Chief
Executive Officer
|
|
2006
|
|
$
|
634,400
|
|
|
$
|
525,120
|
|
|
$
|
180,355
|
(4)
|
|
$
|
621,964
|
|
|
N/A
|
|
$
|
971,189
|
|
|
$
|
21,865
|
(6)
|
|
$
|
2,954,893
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David R. Gibson,
|
|
2008
|
|
$
|
387,115
|
|
|
$
|
0
|
|
|
$
|
240,638
|
|
|
$
|
192,767
|
|
|
N/A
|
|
$
|
441,147
|
|
|
$
|
8,995
|
(6)
|
|
$
|
1,270,662
|
|
Executive Vice
|
|
2007
|
|
$
|
370,192
|
|
|
$
|
377,200
|
|
|
$
|
124,961
|
|
|
$
|
166,388
|
|
|
N/A
|
|
$
|
236,671
|
|
|
$
|
8,289
|
(6)
|
|
$
|
1,283,701
|
|
President and Chief
Financial Officer
|
|
2006
|
|
$
|
246,600
|
|
|
$
|
246,150
|
|
|
$
|
45,311
|
|
|
$
|
138,214
|
|
|
N/A
|
|
$
|
148,537
|
|
|
$
|
8,366
|
(6)
|
|
$
|
833,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert V.A. Harra, Jr.,
|
|
2008
|
|
$
|
496,154
|
|
|
$
|
0
|
|
|
$
|
330,567
|
(4)
|
|
$
|
299,047
|
|
|
N/A
|
|
$
|
561,684
|
|
|
$
|
20,428
|
(6)
|
|
$
|
1,707,880
|
|
President and Chief
|
|
2007
|
|
$
|
476,154
|
|
|
$
|
361,024
|
|
|
$
|
356,121
|
(4)
|
|
$
|
283,627
|
|
|
N/A
|
|
$
|
319,182
|
|
|
$
|
19,555
|
(6)
|
|
$
|
1,815,663
|
|
Operating Officer
|
|
2006
|
|
$
|
456,200
|
|
|
$
|
317,041
|
|
|
$
|
121,930
|
(4)
|
|
$
|
276,428
|
|
|
N/A
|
|
$
|
493,562
|
|
|
$
|
19,530
|
(6)
|
|
$
|
1,684,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert M. Balentine,
|
|
2008
|
|
$
|
367,308
|
|
|
$
|
0
|
|
|
$
|
149,872
|
|
|
$
|
59,139
|
|
|
N/A
|
|
$
|
111,830
|
|
|
$
|
28,430
|
(6)
|
|
$
|
716,579
|
|
Executive Vice
|
|
2007
|
|
$
|
335,000
|
|
|
$
|
502,500
|
|
|
$
|
78,168
|
|
|
$
|
53,915
|
|
|
N/A
|
|
$
|
81,196
|
|
|
$
|
34,059
|
(6)
|
|
$
|
1,084,838
|
|
President
|
|
2006
|
|
$
|
332,694
|
|
|
$
|
361,800
|
|
|
$
|
39,968
|
|
|
$
|
75,817
|
|
|
N/A
|
|
$
|
85,953
|
|
|
$
|
24,938
|
(6)
|
|
$
|
921,170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Farrell II,
|
|
2008
|
|
$
|
395,192
|
|
|
$
|
0
|
|
|
$
|
119,311
|
|
|
$
|
225,816
|
|
|
N/A
|
|
$
|
405,533
|
|
|
$
|
9,003
|
(7)
|
|
$
|
1,154,855
|
|
Executive Vice
|
|
2007
|
|
$
|
371,731
|
|
|
$
|
357,200
|
|
|
$
|
65,773
|
|
|
$
|
209,441
|
|
|
N/A
|
|
$
|
221,130
|
|
|
$
|
8,173
|
(7)
|
|
$
|
1,233,448
|
|
President
|
|
2006
|
|
$
|
286,000
|
|
|
$
|
258,458
|
|
|
$
|
49,403
|
|
|
$
|
183,869
|
|
|
N/A
|
|
$
|
184,414
|
|
|
$
|
8,405
|
(7)
|
|
$
|
970,549
|
|
(1) The Named Executive Officers were awarded the following
total bonuses under the Companys Incentive Plan for
services performed during 2008, 2007, and 2006: $200,000 for
2008, $842,500 for 2007, and $656,400 for 2006 for
Mr. Cecala; $195,000 for 2008, $471,500 for 2007, and
$307,688 for 2006 for Mr. Gibson; $200,000 for 2008,
$451,280 for 2007, and $396,302 for 2006 for Mr. Harra;
$187,500 for 2008, $603,000 for 2007, and $452,250 for 2006 for
Mr. Balentine; and $200,000 for 2008, $446,500 for 2007,
and $323,072 for 2006 for Mr. Farrell.
For 2008, all of these amounts were in the form of restricted
stock which will vest in three equal installments over the
three-year period beginning with the date of the award, but not
before the Treasury no longer holds any debt or equity security
we issued under the CPP. For 2006 and 2007, twenty percent of
these amounts, together with an additional 15% of that 20% to
compensate for (a) the delay in the executives
receiving the award and (b) the fact that this portion of
the award is made in stock and not cash, was made in the form of
restricted stock. This restricted stock will be reported in the
Summary Compensation Table of the Companys proxy statement
for future Annual Shareholders Meetings.
Since it is in the form of restricted stock, these portions of
each Named Executives Officers bonus are subject to
forfeiture prior to vesting.
(2) For 2008, 5,857 of these restricted shares for
Mr. Cecala, 3,278 of these restricted shares for
Mr. Gibson, 3,137 of these restricted shares for
Mr. Harra, 3,493 of these restricted shares for
Mr. Balentine, and 3,104 these restricted shares for
Mr. Farrell were issued in lieu of 20% of the incentive
compensation otherwise payable to the Named Executive Officers,
together with an additional 15% of that 20% to compensate for
23
(a) the delay in the executives receiving the award
and (b) the fact that this portion of the award is made in
stock and not in cash. Since it is in the form of restricted
stock, this portion of each Named Executive Officers bonus
is subject to forfeiture prior to vesting. These restricted
stock awards vest in three equal annual installments over the
three-year period beginning with the date of the award.
Twenty-one thousand one hundred sixty-one of these restricted
shares for Mr. Cecala, 8,162 of these restricted shares for
Mr. Gibson, 4,534 of these restricted shares for
Mr. Harra and 3,023 of these restricted shares for each of
Messrs. Balentine and Farrell vest in one installment four
years after the date of the award. These restricted shares are
subject to forfeiture prior to vesting.
The value shown includes dividends received on the restricted
stock awards in 2008, 2007, and 2006.
(3) The assumptions used in valuing these stock and option
awards are detailed in Note 19 to the consolidated
financial statements contained in our Annual Report to
Shareholders for 2008. These valuations were calculated with
respect to the amounts we expensed under Statement of Financial
Accounting Standards 123R.
(4) Because Messrs. Cecala and Harra are past the age
of early retirement, age 55, under Statement of Financial
Accounting Standards 123R restricted stock awards to them are
expensed in full in the year in which they are granted, rather
than over their three- or four-year vesting periods.
(5) The assumptions used in valuing these benefits are
detailed in Note 18 to the consolidated financial statements
contained on our Annual Report on
Form 10-K
for 2008 and our Annual Report to Shareholders for 2008. These
valuations were calculated with respect to the amounts we
expensed under Statements of Financial Accounting Standards 158,
132, and 87.
(6) Represents: (a) the Companys contributions
to its Thrift Savings Plan for each Named Executive Officer of
$6,900 in 2008; Messrs. Cecala, Harra, and Gibson of
$6,750, and Messrs. Balentine and Farrell of $6,600 in
2007; and each Named Executive Officer of $6,600 in 2006;
(b) premiums the Company paid for term life insurance for
each of Messrs. Cecala, Harra, and Balentine of $2,280 in
2008 and 2007; each of Messrs. Cecala and Harra of $2,616
in 2006; Mr. Balentine of $2,600 in 2006; Mr. Gibson
of $2,095 in 2008, $1,539 in 2007, and $1,766 in 2006; and
Mr. Farrell of $2,103 in 2008, $1,573 in 2007, and $1,804
in 2006; and (c) expense the Company recognized for country
club memberships for Mr. Cecala of $25,168 in 2008, $13,319
in 2007, and $12,649 in 2006; Mr. Harra of $11,248 in 2008,
$10,525 in 2007, and $10,314 in 2006; and Mr. Balentine of
$19,250 in 2008, $25,179 in 2007, and $15,738 in 2006.
24
Grants of
Plan-Based Awards for 2008
The following provides information about grants of plan-based
awards for 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
Estimated Future Payouts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
|
Under Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards
|
|
|
Plan Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
(k)
|
|
|
(l)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
Exercise
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
or Base
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Securities
|
|
|
Price of
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Stock
|
|
|
Underlying
|
|
|
Option
|
|
|
of Stock and
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
or Units
|
|
|
Options
|
|
|
Awards
|
|
|
Option
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)(1)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
Awards
|
|
|
Ted T. Cecala
|
|
|
2/13/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,018
|
|
|
|
100,000
|
|
|
$
|
33.08
|
|
|
$
|
1,309,755
|
|
David R. Gibson
|
|
|
2/13/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,440
|
|
|
|
35,000
|
|
|
$
|
33.08
|
|
|
$
|
524,035
|
|
Robert V.A. Harra Jr.
|
|
|
2/13/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,671
|
|
|
|
45,000
|
|
|
$
|
33.08
|
|
|
$
|
440,957
|
|
Robert M. Balentine
|
|
|
2/13/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,516
|
|
|
|
30,000
|
|
|
$
|
33.08
|
|
|
$
|
340,349
|
|
William J. Farrell II
|
|
|
2/13/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,127
|
|
|
|
35,000
|
|
|
$
|
33.08
|
|
|
$
|
348,281
|
|
(1) Five thousand eight hundred fifty-seven of these
restricted shares for Mr. Cecala, 3,278 of these restricted
shares for Mr. Gibson, 3,137 of these restricted shares for
Mr. Harra, 3,493 of these restricted shares for
Mr. Balentine, and 3,104 of these restricted shares for
Mr. Farrell vested one-third on February 13, 2009, and
one-third will vest on each of February 16, 2010, and
February 14, 2011. This restricted stock was received in
lieu of 20% of the cash bonus otherwise payable to the Named
Executive Officers for 2008, together with an additional 15% of
that 20% to compensate for (a) the delay in the
executives receiving the award and (2) the fact that
this portion of the award is made in stock and not in cash.
Since it is in the form of restricted stock, this portion of
each Named Executive Officers bonus is subject to
forfeiture prior to vesting.
Twenty-one thousand one hundred sixty-one of these restricted
shares for Mr. Cecala, 8,162 of these restricted shares for
Mr. Gibson, 4,534 of these restricted shares for
Mr. Harra, and 3,023 of these restricted shares for each of
Messrs. Balentine and Farrell vest on February 13,
2012.
Dividends are paid on restricted stock at the rate paid on the
Companys outstanding stock.
25
Outstanding
Equity Awards at 2008 Fiscal Year-End
The following table sets forth information about outstanding
equity awards to the Named Executive Officers at
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Market or
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Number
|
|
Payout
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
of
|
|
Value of
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
Number
|
|
Market
|
|
Unearned
|
|
Unearned
|
|
|
Number of
|
|
Number of
|
|
Awards:
|
|
|
|
|
|
of Shares
|
|
Value of
|
|
Shares,
|
|
Shares,
|
|
|
Securities
|
|
Securities
|
|
Number of
|
|
|
|
|
|
or Units
|
|
Shares or
|
|
Units or
|
|
Units or
|
|
|
Underlying
|
|
Underlying
|
|
Securities
|
|
|
|
|
|
of Stock
|
|
Units of
|
|
Other
|
|
Other
|
|
|
Unexercised
|
|
Unexercised
|
|
Underlying
|
|
Option
|
|
|
|
That
|
|
Stock That
|
|
Rights That
|
|
Rights That
|
|
|
Options
|
|
Options
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
|
(#)
|
|
(#)
|
|
Unearned Options
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
Ted T. Cecala
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
$
|
28.78125
|
|
|
|
2/17/2009
|
|
|
|
1,976(4
|
)
|
|
$
|
43,946
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.00
|
|
|
|
2/12/2010
|
|
|
|
2,302(5
|
)
|
|
$
|
51,196
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
$
|
30.875
|
|
|
|
2/14/2011
|
|
|
|
5,857(6
|
)
|
|
$
|
130,260
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
$
|
32.985
|
|
|
|
2/10/2012
|
|
|
|
15,446(7
|
)
|
|
$
|
343,519
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
$
|
27.91
|
|
|
|
2/19/2013
|
|
|
|
21,161(8
|
)
|
|
$
|
470,621
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
$
|
37.02
|
|
|
|
2/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
$
|
33.90
|
|
|
|
2/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000(1
|
)
|
|
|
|
|
|
$
|
43.27
|
|
|
|
2/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000(2
|
)
|
|
|
|
|
|
$
|
43.70
|
|
|
|
2/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000(3
|
)
|
|
|
|
|
|
$
|
33.08
|
|
|
|
2/13/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David R. Gibson
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
28.78125
|
|
|
|
2/17/2009
|
|
|
|
473(4
|
)
|
|
$
|
10,520
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.00
|
|
|
|
2/12/2010
|
|
|
|
1,078(5
|
)
|
|
$
|
23,975
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
$
|
30.875
|
|
|
|
2/14/2011
|
|
|
|
3,278(6
|
)
|
|
$
|
72,903
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
32.985
|
|
|
|
2/10/2012
|
|
|
|
6,178(7
|
)
|
|
$
|
137,399
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
27.91
|
|
|
|
2/19/2013
|
|
|
|
8,162(8
|
)
|
|
$
|
181,523
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
37.02
|
|
|
|
2/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
33.90
|
|
|
|
2/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000(1
|
)
|
|
|
|
|
|
$
|
43.27
|
|
|
|
2/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000(2
|
)
|
|
|
|
|
|
$
|
43.70
|
|
|
|
2/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,000(3
|
)
|
|
|
|
|
|
$
|
33.08
|
|
|
|
2/13/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert V.A Harra Jr.
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
28.78125
|
|
|
|
2/17/2009
|
|
|
|
1,234(4
|
)
|
|
$
|
27,444
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.00
|
|
|
|
2/12/2010
|
|
|
|
1,390(5
|
)
|
|
$
|
30,914
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
30.875
|
|
|
|
2/14/2011
|
|
|
|
3,137(6
|
)
|
|
$
|
69,767
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
32.985
|
|
|
|
2/10/2012
|
|
|
|
3,661(7
|
)
|
|
$
|
81,421
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
27.91
|
|
|
|
2/19/2013
|
|
|
|
4,534(8
|
)
|
|
$
|
100,836
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
37.02
|
|
|
|
2/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
33.90
|
|
|
|
2/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000(1
|
)
|
|
|
|
|
|
$
|
43.27
|
|
|
|
2/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000(2
|
)
|
|
|
|
|
|
$
|
43.70
|
|
|
|
2/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,000(3
|
)
|
|
|
|
|
|
$
|
33.08
|
|
|
|
2/13/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert M. Balentine
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
$
|
32.985
|
|
|
|
2/10/2012
|
|
|
|
1,007(4
|
)
|
|
$
|
22,396
|
|
|
|
|
|
|
|
|
|
|
|
|
17,750
|
|
|
|
|
|
|
|
|
|
|
$
|
27.91
|
|
|
|
2/19/2013
|
|
|
|
1,626(9
|
)
|
|
$
|
36,162
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
$
|
37.02
|
|
|
|
2/25/2014
|
|
|
|
3,493(6
|
)
|
|
$
|
77,684
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000
|
|
|
|
|
|
|
|
|
|
|
$
|
33.90
|
|
|
|
2/20/2015
|
|
|
|
3,023(8
|
)
|
|
$
|
67,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000(1
|
)
|
|
|
|
|
|
$
|
43.27
|
|
|
|
2/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,000(2
|
)
|
|
|
|
|
|
$
|
43.70
|
|
|
|
2/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000(3
|
)
|
|
|
|
|
|
$
|
33.08
|
|
|
|
2/13/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Farrell Jr.
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
28.78125
|
|
|
|
2/17/2009
|
|
|
|
613(4
|
)
|
|
$
|
13,633
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.00
|
|
|
|
2/12/2010
|
|
|
|
1,133(5
|
)
|
|
$
|
25,205
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
30.875
|
|
|
|
2/14/2011
|
|
|
|
3,104(6
|
)
|
|
$
|
69,033
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
32.985
|
|
|
|
2/10/2012
|
|
|
|
3,023(8
|
)
|
|
$
|
67,232
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
27.91
|
|
|
|
2/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
37.02
|
|
|
|
2/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
33.90
|
|
|
|
2/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000(1
|
)
|
|
|
|
|
|
$
|
43.27
|
|
|
|
2/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000(2
|
)
|
|
|
|
|
|
$
|
43.70
|
|
|
|
2/13/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,000(3
|
)
|
|
|
|
|
|
$
|
33.08
|
|
|
|
2/13/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
These options vest on 2/23/2009 and expire ten years after grant.
|
26
|
|
|
(2)
|
|
These options vest on 2/16/2010 and expire ten years after grant.
|
|
(3)
|
|
There options vest on 2/14/2011 and expire ten years after grant.
|
|
(4)
|
|
Restricted stock will vest on 2/23/2009.
|
|
(5)
|
|
Restricted stock will vest in equal annual installments on
2/13/2009 and 2/16/2010.
|
|
(6)
|
|
Restricted stock will vest in equal installments on 2/13/2009,
2/16/2010, and 2/14/2011.
|
|
(7)
|
|
Restricted stock will vest on 2/14/2011.
|
|
(8)
|
|
Restricted stock will vest on 2/13/2012.
|
|
(9)
|
|
Restricted stock will vest on 3/2/2009 and 3/1/2010.
|
Option
Exercises and Stock Vested in 2008
The following table provides information about stock options
exercised by and restricted stock vested for each Named
Executive Officer during 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
|
Number of Shares
|
|
|
Value Realized on
|
|
|
Number of Shares
|
|
|
Value Realized on
|
|
|
|
Acquired on Exercise
|
|
|
Exercise
|
|
|
Acquired on Vesting
|
|
|
Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
Ted T. Cecala
|
|
|
21,826
|
|
|
$
|
28,743
|
|
|
|
4,449
|
|
|
$
|
145,335
|
|
David R. Gibson
|
|
|
12,000
|
|
|
$
|
18,960
|
|
|
|
1,378
|
|
|
$
|
45,139
|
|
Robert V.A. Harra Jr.
|
|
|
20,000
|
|
|
$
|
31,600
|
|
|
|
2,968
|
|
|
$
|
97,014
|
|
Robert M. Balentine
|
|
|
|
|
|
|
|
|
|
|
1,822
|
|
|
$
|
58,337
|
|
William J. Farrell II
|
|
|
12,000
|
|
|
$
|
13,200
|
|
|
|
1,519
|
|
|
$
|
49,685
|
|
27
Pension
Benefits as of December 31, 2008
The following table provides information about benefits under
our Pension Plan and Supplemental Executive Retirement Plan
(SERP) for the Named Executive Officers at
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
|
|
Number of Years
|
|
Present Value of
|
|
Payments During
|
|
|
|
|
Credited Service
|
|
Accumulated Benefit
|
|
Last Fiscal Year
|
Name
|
|
Plan Name
|
|
(#)
|
|
($)
|
|
($)
|
|
Ted T. Cecala
|
|
Pension Plan
Supplemental
Executive
|
|
|
29.4
|
|
|
$
|
703,753(1
|
)
|
|
N/A
|
|
|
Retirement Plan
|
|
|
29.4
|
|
|
$
|
7,245,439(2
|
)
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David R. Gibson
|
|
Pension Plan
Supplemental
Executive
|
|
|
25.7
|
|
|
$
|
288,512(1
|
)
|
|
N/A
|
|
|
Retirement Plan
|
|
|
25.7
|
|
|
$
|
1,341,504(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert V.A. Harra Jr.
|
|
Pension Plan
Supplemental
Executive
|
|
|
37.6
|
|
|
$
|
794,220(1
|
)
|
|
N/A
|
|
|
Retirement Plan
|
|
|
37.6
|
|
|
$
|
4,580,443(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert M. Balentine
|
|
Pension Plan
Supplemental
Executive
|
|
|
4.0
|
|
|
$
|
72,492(1
|
)
|
|
N/A
|
|
|
Retirement Plan
|
|
|
4.0
|
|
|
$
|
233,995(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Farrell II
|
|
Pension Plan
Supplemental
Executive
|
|
|
32.6
|
|
|
$
|
290,133(1
|
)
|
|
N/A
|
|
|
Retirement Plan
|
|
|
32.6
|
|
|
$
|
1,574,069(2
|
)
|
|
|
(1) Based on the American
Academy of Actuaries 1983 Group Annuity Mortality (Male) table
and an assumed interest rate of 6.2%.
(2) Based on the American
Academy of Actuaries 1983 Group Annuity Mortality (Male) table
and an assumed interest rate of 6.5%.
Pension
Plan and SERP
Our Pension Plan is designed to provide retirement benefits to
the Companys staff members, including the Named Executive
Officers. The SERP is designed to provide retirement benefits
that would not be permitted to be paid under the Pension Plan by
the Internal Revenue Code.
The normal annual retirement benefit from the Pension Plan is
the greater of:
|
|
(a)
|
1.5% of the Named Executive Officers average annual
earnings for the five-year period ending December 31, 1993,
multiplied by years of service as of December 31,
1993; or
|
|
|
(b)
|
(1) (a) 1.5% of the Named Executive Officers average
annual earnings for the five-year period ending
December 31, 1987; (b) less 1.25% of the Social
Security Primary Insurance Amount as of December 31, 1987;
(c) all multiplied by years of service as of
December 31, 1987; plus
|
(2) 1.0% of the Named Executive Officers earnings
during 1988 up to one-half of the 1988 Social Security taxable
wage base, plus 1.8% of earnings during 1988 in excess of
one-half of the Social Security taxable wage base (the
SSTWB); plus
(3) For each year after 1988, (a) 1.25% of the Named
Executive Officers earnings in that year up to one-half of
the Social Security taxable wage base for that year, plus
(b) 1.6% of earnings during that year in excess of one-half
of the SSTWB.
28
For purposes of determining amounts to which participants are
entitled under the Pension Plan, for years before 1994, earnings
include base salary and amounts paid under our Profit-Sharing
Bonus Plan (the Profit-Sharing Bonus Plan), but do
not include other bonus or incentive payments. The
Profit-Sharing Bonus Plan was terminated in 2003. For years
after 1993, earnings also include other bonus and incentive
payments. Benefits under the Pension Plan vest in full after
five years of participation in the plan. The normal form of
pension provided under the Pension Plan is a single life annuity
or a 50% joint and survivor benefit. The Pension Plan also
provides for an actuarially-equivalent joint and survivor
annuity with a survivor benefit of
66
2
/
3
%
or 100%, as selected by the participant.
The normal monthly retirement benefit from the SERP has been 60%
of the Named Executive Officers average monthly earnings
for the
60-month
period ending with his or her retirement date, multiplied by a
fraction the numerator of which is the Named Executive
Officers years of credited service at retirement and the
denominator of which is 30. Effective in 2009, the normal
monthly retirement benefit from the SERP is 60% of the Named
Executive Officers average annual earnings for the highest
paid five years of the final ten years of employment, multiplied
by a fraction the numerator of which is the Named Executive
Officers years of credited service at retirement and the
denominator of which is 30, divided by 12. All such amounts are
reduced by benefits payable from the Pension Plan.
For purposes of determining amounts to which participants are
entitled under the SERP, average monthly earnings include base
salary and amounts paid under the Profit-Sharing Bonus Plan and
other bonus and incentive plans. The SERP pays a monthly
pension, beginning at the same time the Named Executive Officer
begins to receive his or her Pension Plan benefit, in the form
of a single life annuity or a 50% joint and survivor annuity.
Benefits under the SERP begin to vest after five years
participation in the plan at the rate of one-fifteenth per year,
but accelerate and vest in full (a) upon reaching 55 with
ten years participation or (b) in the event of a
Change in Control as that term is defined in the
change in control agreements discussed below.
Messrs. Cecala and Harra are eligible for early retirement
under the Pension Plan and the SERP. Each plan provides for a
reduction in benefits in the event of early retirement. The
maximum reduction is 40% of the benefit available on the normal
retirement date if retirement is seven years before that date.
The assumptions used in valuing the benefits reflected in the
table above are detailed in Note [18] to the consolidated
financial statements contained in our Annual Report to
Shareholders for 2008. Those benefits are not subject to
deduction of Social Security or other offset amounts.
Other
Post-Termination Benefits
Under
change-in-control
agreements certain of the Companys subsidiaries have
entered into with certain of their officers, including the Named
Executive Officers, those subsidiaries pay severance pay and a
continuation of certain benefits if (a) a Change in
Control occurs and (b) the officers employment
is terminated involuntarily, either actually or constructively,
without cause within two years after that Change in Control. In
general, the agreements deem a Change in Control to
have occurred if any of the following happens:
|
|
|
|
|
The Company or the subsidiary consolidates or merges with a
third party;
|
|
|
|
The Company or the subsidiary transfers substantially all assets
to a third party or completely liquidates or dissolves;
|
|
|
|
A third party acquires any combination of beneficial ownership
of and voting proxies for more than 15% of the Companys or
the subsidiarys voting stock or the ability to control the
election of the Companys directors or its management or
policies;
|
|
|
|
The persons serving as the Companys directors on
February 29, 1996, and those replacements or additions
subsequently nominated by that Board or by persons nominated by
them, are no longer at least a majority of the Companys
Board; or
|
|
|
|
A regulatory agency determines that a change in control of the
Company has occurred.
|
29
Under these agreements, the Named Executive Officer is entitled
to severance pay in a lump sum of 115% times three years
of the Named Executive Officers (1) highest base
salary in the 12 months preceding the termination of his or
her employment and (2) bonus and incentive payments for the
preceding calendar year, all discounted to present value at a
discount rate of the rate paid on the termination date on
U.S. Treasury bills with maturities of one and one-half
years. In addition, the Named Executive Officer generally would
receive medical, life, disability, and
health-and-accident
benefits at the subsidiarys expense for three years. The
Compensation Committee concluded that, following a
change-in-control
and termination of an executive officers employment or a
diminution of his or her duties, payment of three years of
the executive officers base salary and bonus payments for
the preceding year discounted to present value, together with
medical, life, disability, and health coverage for three years,
is consistent with
change-in-control
payments offered to executive officers at other institutions.
These benefits are reduced to the extent any would constitute
golden parachute payments under the Internal Revenue
Code of 1986, as amended. The Compensation Committee believes
that these benefits further our corporate goals to provide
incentives that promote the retention of our executive officers
and further our overall corporate objectives to compensate our
executive officers appropriately. In addition, as noted above,
no Named Executive Officer may receive any benefit that would
constitute a golden parachute payment while the Treasury holds
any debt or equity security we issued under the CPP.
In addition, the Named Executive Officers unvested stock
options and restricted stock awards vest automatically upon a
Change in Control. Those payments and the value of those
benefits upon a Change in Control at December 31, 2008
would have been: Mr. Cecala $5,908,925;
Mr. Gibson $2,898,943;
Mr. Harra $3,306,274;
Mr. Balentine $3,167,097; and
Mr. Farrell $2,732,253. These amounts assume
the costs of the Named Executive Officer receiving family
coverage for medical and dental benefits for three years after
termination of employment.
The vesting of unvested stock options and restricted stock
awards accelerates upon a staff members disability or
retirement. The value of the unvested stock options and
restricted stock awards that would accelerate upon the
disability or retirement on December 31, 2008 of
Mr. Cecala was $1,039,557; Mr. Gibson was $426,348;
Mr. Harra was $310,381; Mr. Balentine was $203,474;
and Mr. Farrell was $175,096.
In addition, the vesting of unvested restricted stock awards
accelerates upon a staff members death. The value of the
unvested restricted stock awards that would accelerate upon the
death on December 31, 2008 of Mr. Cecala was
$1,039,557; Mr. Gibson was $426,348; Mr. Harra was
$310,381; Mr. Balentine was $203,474; and Mr. Farrell
was $175,096.
These amounts are independent of retirement benefits payable to
these officers.
Nonqualifed
Deferred Compensation as of December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Earnings
|
|
|
Withdrawals/
|
|
|
Balance at
|
|
|
|
Last FY
|
|
|
Last FY
|
|
|
in Last FY
|
|
|
Distributions
|
|
|
Last FYE
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Ted T. Cecala
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
David R. Gibson
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Robert V.A. Harra Jr.
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Robert M. Balentine
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
William J. Farrell II
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
30
Director
Compensation in 2008
The following table provides information about compensation paid
to our directors in 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(e)
|
|
|
Value and
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
|
(d)(3)
|
|
|
Non-Equity
|
|
|
Nonqualified
|
|
|
(g)
|
|
|
|
|
|
|
Fees Earned or
|
|
|
|
|
|
Incentive Plan
|
|
|
Deferred
|
|
|
All Other
|
|
|
(h)(4)
|
|
|
|
Paid in Cash
|
|
|
Option Awards
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Earnings
|
|
|
($)
|
|
|
($)
|
|
|
Carolyn S. Burger(1)
|
|
$
|
42,244
|
|
|
$
|
17,894
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
60,138
|
|
Thomas L. duPont(1)
|
|
$
|
23,363
|
|
|
$
|
9,480
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
32,843
|
|
R. Keith Elliott
|
|
$
|
17,337
|
|
|
$
|
17,894
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
35,231
|
|
Donald E. Foley(2)
|
|
$
|
|
|
|
$
|
10,277
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
10,277
|
|
Gailen Krug
|
|
$
|
33,537
|
|
|
$
|
17,894
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
51,431
|
|
Rex L. Mears(1)
|
|
$
|
38,744
|
|
|
$
|
17,894
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
56,638
|
|
Stacey J. Mobley(2)
|
|
$
|
|
|
|
$
|
17,894
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
17,894
|
|
Michele M. Rollins(1)
|
|
$
|
17,363
|
|
|
$
|
3,107
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
20,470
|
|
David P. Roselle(1)
|
|
$
|
39,565
|
|
|
$
|
17,894
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
57,459
|
|
Oliver R. Sockwell
|
|
$
|
40,118
|
|
|
$
|
3,107
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
43,225
|
|
Robert W. Tunnell Jr.(1)
|
|
$
|
20,963
|
|
|
$
|
18,691
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
39,654
|
|
Susan D. Whiting
|
|
$
|
28,039
|
|
|
$
|
17,500
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
45,539
|
|
(1) Includes dividend
payments on the stock units described in footnote 4 below.
(2) Messrs. Foley and
Mobley deferred receipt of cash earned for 2008 until retirement.
(3) The assumptions used in
valuing these option awards are detailed in Note 19 to the
consolidated financial statements contained in our
Form 10-K
for 2008. The grant date fair value of stock options awarded in
2008 to each director computed in accordance with FAS 123R
was $2.42. These stock and option awards were made under our
2005 Long-Term Incentive Plan.
(4) In 2008, because
shareholders did not approve the 2008 Long-Term Incentive Plan
submitted for their approval at our 2008 Annual
Shareholders Meeting, our directors were not able to
receive stock in lieu of their annual retainers. Instead, our
Compensation Committee awarded each non-employee director a
corresponding number of stock units that earn dividend
equivalents while they are outstanding. These stock units will
be replaced by our common stock upon approval of an incentive
plan by our shareholders from which that stock can be issued.
The value of these awards on the grant dates (July 16,
2008, and January 21, 2009) was $29,974 for each of
Messrs. duPont, Elliott, Foley, Mobley, Roselle, and Tunnell and
Mss. Krug and Rollins; $22,469 for each of Mr. Roselle and
Ms. Whiting; and $14,980 for each of Ms. Burger and
Messrs. Mears and Sockwell. These values reflect elections
our directors had made to receive a portion or all of the second
half of their annual retainers in our stock instead of cash.
As of December 31, 2008, 36,000 nonstatutory stock options
were outstanding to each of Ms. Burger and Messrs, Elliott,
Mears, Mobley, Roselle, and Tunnell; 16,500 nonstatutory stock
options were outstanding to Ms. Krug; 12,500 nonstatutory
stock options were outstanding to Ms. Whiting; 9,500
nonstatutory stock options were outstanding to Mr. DuPont;
8,500 nonstatutory stock options were outstanding to
Mr. Foley; and 5,000 stock options were outstanding to
Ms. Rollins and Mr. Sockwell.
We pay our outside directors an annual retainer of $30,000 and a
$2,000 fee for each Board meeting they attend. We also pay them
a $1,200 fee for each committee meeting they attend and $500 for
any telephonic meeting of any Board or Committee meeting in
which they participate. The chairperson of the Nominating and
Corporate Governance Committee receives an additional $4,000
annually; the chairperson of the Compensation Committee receives
an additional $6,000 annually; the chairperson of the Audit
Committee receives an additional $10,000 annually; and each
other member of the Audit Committee receives an additional
$5,000 annually.
When we have an incentive plan that has been approved by our
shareholders, directors receive the first half of their annual
retainer in our Companys
31
common stock from which to issue that stock. Directors may elect
to receive the second half of the annual retainer either in cash
or our Companys common stock. Directors can elect each
year to defer receipt of the cash
and/or
stock
portion of their directors fees until they are no longer a
director.
If a director elects to defer receipt of any cash portion of his
or her directors fees, he or she may elect to earn a yield
on the deferred portion based on (1) yields WTC pays on
certain of its deposit products
and/or
(2) changes in the price of our Companys common
stock, together with dividends on that stock at the rate earned
on our Companys outstanding stock. If a director elects to
defer receipt of any stock portion of his or her directors
fees, the deferred portion will accrue dividend equivalents at
the rate earned on our Companys outstanding stock until
paid.
In 2008, because shareholders did not approve the 2008 Long-Term
Incentive Plan submitted for their approval at our 2008 Annual
Shareholders Meeting, our directors were not able to
receive stock in lieu of their annual retainers. Instead, our
Compensation Committee awarded each non-employee director a
corresponding number of stock units that earn dividend
equivalents while they are outstanding. These stock units will
be replaced by our common stock upon approval of an incentive
plan by our shareholders from which that stock can be issued.
Under our Companys long-term incentive plans, our
directors have also been entitled to receive stock options.
Those stock options are typically granted only at the regularly
scheduled meeting of the Compensation Committee held in February
of each year. The exercise price of any options granted to our
Companys directors is the last sale price of our stock on
the date of grant.
Directors who are also officers of the Company do not receive
any fees or other compensation for service on any committee.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires the
Companys directors, certain officers, and others to file
reports of their ownership of our stock with the SEC.
After reviewing copies of those forms it has received and
written representations, the Company believes that all required
filings were made on a timely basis, except that a regular
quarterly payment of phantom stock to Mr. Mobley in lieu of
Board meeting fees inadvertently was filed one day late.
Availability
of
Form 10-K
The Company will file with the SEC an Annual Report on
Form 10-K
for 2008. The Company will provide a copy of that report on
written request without charge to any person whose proxy it is
soliciting. Please address your request to Ellen J. Roberts,
Vice President, Investor Relations, Wilmington
Trust Corporation, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890.
Important Notice Regarding the Availability of Proxy
Materials for the Shareholders Meeting to be Held on
April 22, 2009
This proxy statement and information about directions to our
shareholders meeting are available at
www.wilmingtontrust.com
under Investor
Relations Financial Information; our proxy
materials, including our annual report to shareholders for 2008,
can be accessed at
http://materials.proxyvote.com/971807
;
and our
Form 10-K
and proxy statement are available on our website at
www.wilmingtontrust.com
under Investor
Relations SEC Filings.
As noted elsewhere in the proxy statement, the following
materials are available on our web site at
www.wilmingtontrust.com
under Investor
Relations Corporate Governance:
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Corporate Governance Principles
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Audit Committee Charter
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Compensation Committee Charter
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Nominating and Corporate Governance Committee Charter
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Director Independence Standards
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Our Code of Conduct and Ethics is available on our website at
www.wilmintontrust.com
under Investor
Relations About Us Guiding
Principles.
32
PROPOSAL TWO
APPROVAL OF THE 2009 EXECUTIVE INCENTIVE PLAN
General
Our Compensation Committee and Board of Directors have approved
and recommend for shareholder approval the 2009 Executive
Incentive Plan (the Incentive Plan). The Incentive
Plan provides additional incentive to senior executives to
achieve targeted levels of achievement. The Incentive Plan is
intended as a successor plan to the existing 2004 Executive
Incentive Plan for eligible participants.
We are asking shareholders to approve the Incentive Plan so that
we may deduct compensation paid under that plan under
Section 162(m). For a more complete discussion of
Section 162(m), see the Compensation Committee Report
beginning on page 21 of this proxy statement. Shareholder
approval of the Incentive Plan and certification by the
Compensation Committee that targeted performance has been
achieved are each condition to the rights of eligible
participants to receive any benefits under the Incentive Plan
that would be deductible under Section 162(m). As noted on
page 20, while the Treasury holds any debt or equity
security we issued to it under the CPP, we may not deduct
compensation paid to a Named Executive Officer in any year in
excess of $500,000.
The following summarizes the Incentive Plan. The summary is
qualified by reference to the Incentive Plan, which is attached
to this proxy statement as Exhibit C.
Eligible
Participants
The Chief Executive Officer, the President, and other key
officers the Compensation Committee may designate from time to
time may participate in the Incentive Plan. To receive an award
with respect to a calendar year, a participant must generally be
an employee of the Company or one of its subsidiaries on
December 31 of that year. If an individual is no longer an
employee at the time the Compensation Committee approves awards
under the Incentive Plan, the Compensation Committee may cause
any award otherwise payable under the Incentive Plan to be
forfeited.
Performance
Goals
Our achievement of performance goals determines whether, and the
extent to which, a participant earns his or her award under the
Incentive Plan. For Section 162(m) participants, the goals
are based on any combination the Compensation Committee selects
of income, net income, growth in income or net income, earnings
per share, growth in earnings per share, cash flow measures,
return on equity, return on assets, return on investment, fees,
growth in fees, assets, growth in assets, deposits, growth in
deposits, stockholder return, stock price, achievement of
balance sheet or income statement objectives, expenses,
reduction in expenses, chargeoffs, nonperforming assets, loan
loss reserves, market share, and overhead ratio. The goals may
be company-wide or on a departmental, divisional, regional, or
individual basis. Any goal may be measured in absolute terms or
as compared to another company or companies. The goals may be
different each year, and will be established with respect to a
particular year by the latest date permitted by
Section 162(m).
Awards
The Committee may provide for varying levels of payment under an
award depending on whether performance goals have been met or
exceeded. No more than $4,000,000 will be payable under an award
to any one individual for any award year. All payments will be
made in cash, stock, restricted stock, restricted stock units,
or phantom stock units. Awards in respect of no more than
300,000 shares of common stock may be granted under the
plan. The number of shares to be issued to a participant cannot
be predicted with accuracy because those awards are contingent
on the selection by the Compensation Committee of participants
from time to time and determining the size of awards.
Administration
The Compensation Committee has complete discretion to construe
and administer the Incentive Plan and to determine eligibility
to participate, the performance goals, achievement of the
performance goals, the amount of payment to be made under an
award, and everything else necessary to carry out the Incentive
Plan.
Amendment
and Termination
The Compensation Committee may amend the Incentive Plan or the
awards, as long as any
33
amendments are consistent with the Plans continued
qualification under Section 162(m). The Compensation
Committee may terminate the Incentive Plan at any time.
The awards payable under the Incentive Plan cannot be determined
because payment of those awards is contingent upon attainment of
pre-established performance goals, and the actual award may
reflect the Compensation Committees exercise of discretion
to reduce the award otherwise payable upon achievement of the
performance goals. For a description of and amounts paid under
the Companys 2004 Executive Incentive Plan for 2008, see
the Compensation Committee Report beginning on page 21 and
the Summary Compensation Table on pages 23 and 24.
Your Board unanimously recommends a vote FOR the Incentive
Plan.
34
PROPOSAL THREE
APPROVAL OF THE 2009 LONG-TERM INCENTIVE PLAN
Your Board of Directors adopted the 2009 Long-Term Incentive
Plan on February 26, 2009. Under that plan, we can award
both cash-based and stock-based awards. In addition,
non-employee directors will receive payment of the first half,
and may elect to receive payment of the second half, of their
annual retainers in our common stock.
The 2009 Long-Term Incentive Plans primary purpose is to
assist the Corporation in attracting and retaining highly
competent officers, other key staff members, directors, and
advisory board members of the Corporation and its subsidiaries
and affiliates. The plan will act as an incentive in motivating
key officers, staff members, and directors to achieve our
long-term business objectives, while providing the flexibility
to tailor individual awards to meet changing business and tax
strategies.
Our shareholders approved our 2005 Long-Term Incentive Plan on
April 21, 2005. No awards remain available for grant under
that plan. At December 31, 2008, awards in respect of
214,588 shares remained available for grant under our 2004
Executive Incentive Plan; at the date of this proxy statement,
awards in respect of 21,411 shares remain available for
grant under that plan.
Your Board recommends that shareholders approve the 2009
Long-Term Incentive Plan as a successor to the 2005 Long-Term
Incentive Plan. The provisions of the 2009 plan are similar in
many respects to the provisions of the 2005 plan. The 2009 plan
is summarized below. That summary is qualified by reference to
the 2009 plan, which is attached to this proxy statement as
Exhibit D. Shareholder approval of the plan is a condition
to our ability to grant awards under the plan.
General
Provisions
Duration of the 2009 Long-Term Incentive Plan; Share
Authorization
The 2009 Long-Term Incentive Plan will remain effective until
the third anniversary after shareholders approve it, unless the
Board of Directors terminates it earlier. The maximum number of
shares with respect to which awards may be granted under the
plan is 3,000,000 shares. We may not (1) grant any
person options or other awards in respect of more than
500,000 shares in any year during the plans term,
(2) re-price options or other awards under the plan after
they have been granted, nor (3) grant awards other than
options in respect of more than a total of 400,000 shares
during the plans term. The amount of awards payable to
participants under the 2009 Long-Term Incentive Plan cannot be
predicted with accuracy because those awards are contingent on
the selection by the Compensation Committee or the Select
Committee (consisting of either of our two employee directors)
(the Select Committee) (the Compensation Committee
and the Select Committee are sometimes referred to as the
Committee) of participants from time to time and
determining the size of awards. The shares to be issued under
the plan will be authorized but unissued shares or issued shares
that we have re-acquired and hold in treasury.
Shares covered by any unexercised portions of terminated
options, shares forfeited by participants, and shares subject to
any awards a participant otherwise surrenders without receiving
any payment or other benefit may again be subject to new awards
under the plan. However, liberal share counting is
not permitted under the plan: (a) if a participant pays the
purchase price of an option in whole or part by delivering our
shares, the number of shares issuable in connection with the
exercise of the option will not again be available for awards
under the plan; (b) shares used to measure the amount
payable to a participant in respect of an earned performance
award will not again be available for awards; and
(c) shares issued in payment of performance awards that are
denominated in cash amounts are not again available for awards.
Long-Term
Incentive Plan Participants
The Committee will administer the 2009 Long-Term Incentive Plan
and select persons eligible to receive awards under the plan. In
addition, non-employee directors will receive payment of the
first half, and may elect to receive payment of the second half,
of their annual retainers in shares of our stock. Twelve
non-employee directors, the 47 members of the advisory boards of
our depository institution subsidiaries, and all staff members
of the Corporation and its subsidiaries and affiliates currently
are eligible for consideration to participate in the plan.
35
Awards
Available Under Long-Term Incentive Plan
The Committee may grant awards under the 2009 Long-Term
Incentive Plan in the form of stock options, performance awards,
and other stock-based and cash-based awards. Awards under the
plan may be granted alone or in combination with other awards.
Stock
Options
The Committee may grant stock options meeting the requirements
of Section 422 of the Code (Incentive Stock
Options) and stock options that do not meet those
requirements (Nonstatutory Stock Options). The
Committee will determine the term of each option, but no option
will be exercisable more than ten years after grant. The
Committee also may impose restrictions on exercise. The exercise
price for options must at least equal 100% of the fair market
value of our common stock on the date of grant. The exercise
price is payable in cash or, if the Committee permits in the
award agreement, in shares of our stock or other property, by
reducing the number of shares issuable on the options
exercise, or by cashless exercise with an optionees broker.
Options and other awards granted under the plan are not
transferable except by will or the laws of descent and
distribution or, in certain circumstances, pursuant to a
qualified domestic relations order. If a participants
employment terminates due to death, disability, or retirement,
unexercised options previously granted under the plan that have
vested may be exercised by the participant or his or her
beneficiary, as the case may be, until the earlier of the
options expiration or three years after the termination of
the participants employment. In addition, in the case of a
participants retirement or disability, a portion of the
options that have not previously vested will, based upon the
length of the optionees service since the date of grant,
at the optionees election vest immediately. If a
participants employment terminates for other reasons,
unexercised options previously granted under the plan generally
terminate on that termination.
Performance
Awards
The Committee also may grant performance awards under the plan.
These awards are earned by recipients if specified performance
targets the Committee sets are met. The awards may be paid in
cash or shares of our stock. The performance targets can be
based on financial performance criteria, such as net income or
earnings per share, individual performance criteria, or a
combination of both. The amount of the award can be a fixed
dollar amount or a payment based on the increase in the value of
our common stock over a specified award period. When
circumstances occur that cause the performance targets to be an
inappropriate measure of achievement, the Committee may adjust
the targets. The Committee will determine the appropriate award
period for each performance award.
A participant has no right to receive a performance award on the
termination of his or her employment before the end of a
performance award period, except in the case of death,
disability, or retirement. If a participants employment
terminates due to death, disability, or retirement before the
end of a performance award period, the Committee may award the
participant or his or her beneficiary, as the case may be, a
pro
rata
portion of the performance award.
Other
Stock-Based Awards
The Committee may grant any other type of award valued in whole
or in part by reference to the value of our common stock. The
Committee will determine the terms and conditions of any such
awards.
Retainers
for Non-Employee Directors
While the 2009 Long-Term Incentive Plan is in effect, each
non-employee director will receive payment of the first half,
and may elect to receive payment of the second half, of his or
her annual retainer in shares of our common stock. Before the
time when the annual retainer is earned, each director will be
required to elect the form of payment of the second half of his
or her annual retainer. If no election is made, the second half
of the annual retainer will automatically be paid in cash.
For the portion of the annual retainer payable in shares of our
stock, we will issue shares having a fair market value equal to
the fees payable. We will pay cash in lieu of any fractional
shares.
The awards payable to non-employee directors under the plan in
respect of their annual retainers cannot be determined because
those awards are
36
contingent on the amount of the annual retainer and the election
each director makes each year regarding the second half of his
or her annual retainer.
Change in
Control
Upon a change in control of Wilmington Trust, all options under
the 2009 Long-Term Incentive Plan will become exercisable
immediately, and all performance targets for performance awards
will be deemed to have been met.
Termination, Amendment, and ERISA Status
The Board may amend or terminate the 2009 Long-Term Incentive
Plan, and the Committee may amend or alter awards. No action may
impair a participants rights under any award granted
previously without the participants consent. The Board may
not make any amendment to the plan without shareholder approval
if that amendment would require shareholder approval under the
Code or other applicable law.
The 2009 Long-Term Incentive Plan is not subject to ERISA.
Antidilution
Provisions
The number of shares of our stock authorized to be issued under
the 2009 Long-Term Incentive Plan and subject to outstanding
awards, the purchase or exercise price, and the number of shares
that may be granted to any recipient may be adjusted to prevent
dilution or enlargement of rights in the event of any stock
dividend, reorganization, reclassification, recapitalization,
stock split, combination, merger, consolidation, or other
relevant change in our capitalization.
Certain
Federal Income Tax Consequences
The following is a brief summary of the principal federal income
tax consequences of awards under the 2009 Long-Term Incentive
Plan. This summary is not intended to be exhaustive. It does not
describe state, local, or foreign tax consequences.
Incentive
Stock Options
A participant in the 2009 Long-Term Incentive Plan generally is
not subject to federal income tax either at the time of grant or
at the time an Incentive Stock Option is exercised. However,
upon exercise, the difference between the fair market value of
the shares underlying the option and the exercise price is
includable in the participants alternative minimum taxable
income. If a participant does not dispose of shares acquired
upon exercise of an Incentive Stock Option within one year after
receipt of those shares (and within two years after the date the
option is granted), he or she will be taxed only on the sale of
those shares, and that tax will be at the capital gains rate.
We will not receive any tax deduction on exercise of an
Incentive Stock Option or, if the holding requirements are met,
on the sale of the shares underlying that option. If a
disqualifying disposition occurs (
e.g.
, one of the
holding requirements mentioned above is not met), the
participant will be treated as receiving compensation subject to
ordinary income tax in the year of the disqualifying
disposition. We will be entitled to a deduction equal to the
amount the participant includes in income, subject to the
limitations on deductibility of executive compensation imposed
as a result of our participation in the CPP. The tax generally
will be imposed on the difference between the fair market value
of the shares at the time of exercise and the exercise price or,
if less, the gain the participant realized on the sale. Any
appreciation in value after exercise will be taxed as capital
gain and not result in any deduction by us.
Nonstatutory
Stock Options
There are no federal income tax consequences to a participant at
the time we grant a Nonstatutory Stock Option. On exercise of
the option, the participant must pay tax at ordinary income
rates on an amount equal to the difference between the exercise
price and the fair market value of the underlying shares on the
date of exercise. We will receive a commensurate tax deduction
at the time of exercise, subject to the limitations on
deductibility of executive compensation imposed as a result of
our participation in the CPP. Any appreciation in value after
exercise will be taxed as capital gain and not result in any
deduction by us.
Performance
and Other Stock-Based Awards
The grant of performance awards is not a taxable event for
federal income tax purposes at grant. A participant will be
required to pay ordinary income tax when the award vests in an
amount equal to the amount of cash and the value of any shares
included in the distribution. In some circumstances, a
participant may be able to file a Section 83(b)
37
election and accelerate his or her ordinary income tax
liability. We will have a commensurate tax deduction, subject to
the limitations on deductibility of executive compensation
imposed as a result of our participation in the CPP.
Annual
Retainers
Non-employee directors will recognize ordinary income equal to
the fair market value of the shares of our stock they receive in
payment of their annual retainers. We will be entitled to a
deduction in the same amount.
Vote
Required
The affirmative vote of the holders of a majority of the shares
of stock issued and outstanding on the Record Date is required
to approve this proposal.
Your Board unanimously recommends a vote FOR the 2009
Long-Term Incentive Plan.
38
PROPOSAL FOUR
ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
As required by the CPP, we are providing our shareholders the
opportunity to vote on an advisory (nonbinding) resolution to
approve our executive compensation as described in this proxy
statement. That compensation is described in the section
captioned Compensation Discussion and Analysis and
the tabular disclosure regarding compensation of our Named
Executive Officers, together with the narrative disclosure
accompanying those tables, contained in this proxy statement.
The following resolution is submitted for shareholder approval:
RESOLVED, that the Companys shareholders approve its
executive compensation, as described in the section captioned
Compensation Discussion and Analysis and the tabular
disclosure regarding compensation of the Companys Named
Executive Officers, together with the narrative disclosure
accompanying those tables, contained in the Companys proxy
statement dated March 10, 2009.
Because your vote is advisory, it will not be binding upon the
Board.
Your Board unanimously recommends a vote FOR this
resolution.
39
Independent
Registered Public Accounting Firm Services Policy
The Audit Committee of the Board of Directors of Wilmington
Trust Corporation and its subsidiaries (collectively, the
Company) reviews regularly all services provided to
the Company by its independent registered public accounting firm
(the Auditor). In light of recent public concerns
regarding non-audit services provided to companies by their
Auditor and requirements imposed by the Sarbanes-Oxley Act, the
Securities and Exchange Commission, and the New York Stock
Exchange, the Audit Committee of the Companys Board of
Directors has adopted the following policy regarding services
provided by the Auditor.
The Audit Committee has agreed that the following services may
be procured from the Auditor without further prior approval of
the Audit Committee:
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1.
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Annual consolidated and subsidiary financial statement audits,
including reviews of unaudited quarterly consolidated financial
statements and procedures developed in response to new or
pending pronouncements by governing authorities, such as the
Public Company Accounting Oversight Board, the Financial
Accounting Standards Board, the American Institute of Certified
Public Accountants, the Securities and Exchange Commission, or
the New York Stock Exchange;
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2.
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Statement of Auditing Standards No. 70 Report of the
Companys Corporate Retirement and Custody Services
Division and Wealth Advisory Services Business Line;
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3.
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Annual financial statements audits of the Companys defined
benefit, defined contribution and other employee benefit plans,
and common and short-term trust funds;
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4.
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Review of audits of the Companys affiliates;
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5.
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Tax compliance assistance in preparing the Companys
federal and state income tax returns;
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6.
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Tax planning research;
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7.
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Reports on the effectiveness of internal controls required by
FDICIA
and/or
the
Sarbanes-Oxley Act; and
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8.
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Consents and comfort letters required for the Companys
filings under the 1933 Securities Act and the 1934 Securities
and Exchange Act.
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All such services provided by the Auditor shall be reported to
the Audit Committee at its next meeting. It is the intent of the
Audit Committee to adhere to these listed services being
provided by the Auditor. However, the Audit Committee is willing
to consider a recommendation by the Companys management as
to a specific service if management believes that the provision
of such services would not compromise the Auditors
independence.
Any engagement of the Auditor for the performance of
consulting services other than the services listed
above shall be reviewed by the Audit Committee prior to
engagement. Situations requiring urgency may be authorized by
the Committee Chair. In no circumstance will the Auditor be
engaged to provide services prohibited by the Sarbanes-Oxley Act
or its implementing regulations, including financial information
systems design and implementation, or to prepare personal tax
returns of any of the Companys executive officers.
EXHIBIT A
PERFORMANCE
PEER GROUP
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Associated Banc-Corp
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National Penn Bancshares, Inc.
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BancorpSouth Bank, Inc.
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Old National Bancorp
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Bank of Hawaii Corporation
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Pacific Capital Bancorp
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BOK Financial Corporation
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Park National Corporation
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Boston Private Financial Holdings, Inc.
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Prosperity Bancshares, Inc.
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Cathay General Bancorp
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Provident Bankshares Corporation
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Central Pacific Financial Corp.
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The South Financial Group, Inc.
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Citizens Republic Bancorp, Inc.
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Sterling Financial Corporation
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City National Corporation
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Susquehanna Bancshares, Inc.
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Commerce Bancshares, Inc.
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SVB Financial Group
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Corus Bankshares, Inc.
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TCF Financial Corporation
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Cullen/Frost Bankers, Inc.
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Trustmark Corporation
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CVB Financial Corp.
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UCBH Holdings, Inc.
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East West Bancorp, Inc.
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UMB Financial Corp.
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F.N.B. Bancorp
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Umpqua Holdings Corporation
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First Citizens BancShares, Inc.
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United Bankshares, Inc.
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First Commonwealth Financial Corporation
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United Community Banks, Inc.
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First Midwest Bancorp, Inc.
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Valley National Bancorp.
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FirstMerit Corporation
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Webster Financial Corporation
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Fulton Financial Corporation
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Whitney Holding Corporation
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Hancock Holding Company
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Wilmington Trust Corporation
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MB Financial, Inc.
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Wintrust Financial Corporation
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COMPENSATION PEER GROUP
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Associated Banc-Corp.
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JP Morgan
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AXA Rosenberg Investment Management LLC
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Jackson National Life Insurance Company
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BancorpSouth Bank, Inc.
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Merrill Lynch & Co., Inc.
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Bank of Hawaii Corporation
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Morgan Stanley
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The Bank of New York Mellon Corporation
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Nikko Securities, Inc.
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The Bessemer Trust Company, N.A.
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Northern Trust
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BOK Financial Corporation
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Numeric Investors Limited Partnership
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Cathay General Bancorp
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ProFunds
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Citigroup
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RCM Capital Management, LLC
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City National Corporation
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Raymond, James & Associates, Inc.
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Claymore Group, Inc.
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Reich & Tang
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Cohen & Steers, Inc.
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Rockefeller & Co., Inc.
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Commerce Bancshares
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RS Investment Management Co. LLC
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Cullen/Frost Bankers, Inc.
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Schroeder Investment Management
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Deutsche Bank
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Smith Breeden Associates, Inc.
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East West Bancorp, Inc.
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South Financial Group Inc.
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First Citizens BancShares, Inc.
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SVB Financial Group
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Fischer Francis Trees & Watts, Inc.
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TCF Financial Corporation
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Fort Washington Investment Advisors, Inc.
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Trilogy
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Fortis Investments Management USA, Inc.
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Union Bank of California
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Fred Alger & Company, Incorporated
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Valley National Bancorp
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Fulton Financial Corporation
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Waddell & Reed, Inc.
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The Glenmede Trust Company, N.A.
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Whitney Holding Corporation
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J&W Seligamn & Co. Incorporated
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Heitman
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EXHIBIT B
WILMINGTON
TRUST CORPORATION
2009 EXECUTIVE INCENTIVE PLAN
The purpose of the Wilmington Trust Corporation (the
Company) 2009 Executive Incentive Plan (the
Incentive Plan) is to provide senior management
annual awards that recognize and reward the achievement of
performance goals.
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2.
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Effective Date of Plan.
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The Incentive Plan shall be effective as of January 1,
2009, but any payments under the Incentive Plan to individuals a
portion of whose compensation would be subject to
Section 162(m) of the Internal Revenue Code and the related
regulations (Section 162(m)) and that the
Company desires to deduct (Section 162(m)
Participants) shall be made contingent on the Incentive
Plans approval by the Companys shareholders.
The Companys Compensation Committee shall administer the
Incentive Plan. The Compensation Committee consists of members
appointed by the Board of Directors from time to time. Each
member of the Compensation Committee shall be an outside
director within the meaning of Section 162(m). The
Compensation Committee shall have full power and authority,
subject to the provisions of the plan and applicable law, to
(a) establish, amend, suspend, or waive rules and
regulations and appoint agents it deems necessary or advisable
for the plans proper administration, (b) construe,
interpret, and administer the plan and any instrument or
agreement relating to the plan, and (c) make all other
determinations and take all other actions necessary or advisable
for the plans administration. Unless the Incentive Plan
expressly provides otherwise, each determination the
Compensation Committee makes and each action it takes pursuant
to the plan or any instrument or agreement relating to the plan
(x) shall be within the Compensation Committees sole
discretion, (y) may be made at any time, and (z) shall
be final, binding, and conclusive for all purposes on all
persons, including participants in the plan, their legal
representatives, and beneficiaries and employees of the Company
and its subsidiaries.
The Chief Executive Officer, the President, and other officers
of the Company and its subsidiaries are eligible to participate
in the Incentive Plan if the Compensation Committee designates
them.
5.1 For each calendar year (a Plan Year), at
such times as the Compensation Committee determines, it shall
establish the basis and terms of participation of participants
who are not Section 162(m) Participants. In doing so, the
Compensation Committee may establish one or more quantitative or
qualitative performance or other goals or criteria as the basis
for awarding executives bonuses under the Incentive Plan.
5.2 For Section 162(m) Participants, within
90 days after the commencement of each Plan Year, the
Compensation Committee shall designate:
a. The officers who will be deemed Section 162(m)
Participants for that Plan Year;
b. The Financial Criteria that will apply to awards to
Section 162(m) Participants for the Plan Year; and
c. The Performance Goals that must be met for
Section 162(m) Participants to earn awards for the Plan
Year and a payout matrix or formula for those Financial Criteria
and Performance Goals.
After the 90th day of a Plan Year, the Compensation Committee
may designate newly-hired officers as participants in the Plan
for that Plan Year. The Performance Goals for those additional
Section 162(m) Participants will be established before 25%
of the days remaining in that partial Plan Year have expired.
EXHIBIT C
Any participant who terminates employment, either voluntarily or
involuntarily, before awards are paid for a Plan Year will be
ineligible for an award under the Plan. However, the
Compensation Committee may, in its sole and complete discretion,
determine to pay an award if termination was due to death,
disability, retirement, or a Change in Control of the Company,
but:
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x.
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No such payment shall be made to any participant for a Plan Year
before awards for that Plan Year are payable generally; and
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y.
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No such payment shall be made to any Section 162(m)
Participant unless the Performance Goals established for that
participant have been attained.
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For purposes hereof, the term Change in Control
means any of the events described below, directly or indirectly
or in one or more series of transactions:
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(1)
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A consolidation or merger of the Company with any third party
(including a single person or entity or a group of persons or
entities acting in concert) not wholly-owned, directly or
indirectly, by the Company (a Third Party), unless
the Company is the entity surviving that merger or consolidation;
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(2)
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A transfer of all or substantially all of the assets of the
Company to a Third Party or of a complete liquidation or
dissolution of WTC or the Company;
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(3)
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Any person, entity, or group which is a Third Party, without
prior approval of the Companys Board of Directors, by
itself or through one or more subsidiaries:
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(a)
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Acquires beneficial ownership of 15% or more of any class of the
Companys voting stock;
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(b)
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Acquires irrevocable proxies representing 15% or more of any
class of the Companys voting stock;
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(c)
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Acquires any combination of beneficial ownership of voting stock
and irrevocable proxies representing 15% or more of any class of
the Companys voting stock;
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(d)
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Acquires the ability to control in any manner the election of a
majority of the Companys directors; or
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(e)
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Acquires the ability to exercise a controlling influence over
the management or policies of the Company, directly or
indirectly; or
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(4)
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Any election occurs of persons to the Companys Board of
Directors that causes a majority of that Board of Directors to
consist of persons other than (x) persons who were members
of that Board of Directors on February 29, 1996 (the
Effective Date)
and/or
(y) persons who were nominated for election as members of
that Board of Directors by the Companys Board of Directors
(or a committee thereof) at a time when the majority of that
Board of Directors (or that committee) consisted of persons who
were members of the Companys Board of Directors on the
Effective Date. However, any person nominated for election by
the Companys Board of Directors (or a committee thereof),
a majority of whom are persons described in clauses (x)
and/or (y), or are persons who were themselves nominated by that
Board of Directors (or a committee thereof), shall be deemed for
this purpose to have been nominated by a Board of Directors
composed of persons described in clause (x) above.
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However, a Change in Control shall not include any of the events
described above if they (i) occur in connection with the
appointment of a receiver or conservator for the Company,
provision of assistance under Section 13(c) of the Federal
Deposit Insurance Act (the FDI Act), a supervisory
merger, or, with respect to any participant, the suspension,
removal,
and/or
temporary or permanent prohibition by a regulatory agency of
that participant from participating in the Companys
business or (ii) are the result of a Third Party
inadvertently acquiring beneficial ownership or irrevocable
proxies or a combination of both for 15% or more of any class of
the Companys voting stock, and that Third Party as
promptly as practicable thereafter divests itself of the
beneficial ownership or irrevocable proxies for a sufficient
number of shares so that the Third
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Party no longer has beneficial ownership or irrevocable proxies
or a combination of both for 15% or more of any class of the
Companys voting stock.
For each Plan Year, the Compensation Committee shall designate
one or more financial criteria (the Financial
Criteria) set forth in this Section 6 for use in
determining awards for Section 162(m) Participants for that
Plan Year. Financial Criteria shall consist of one or more of
the following financial measures: income, net income, growth in
income or net income, earnings per share, growth in earnings per
share, cash flow measures, return on equity, return on assets,
return on investment, loan loss reserves, market share, fees,
growth in fees, assets, growth in assets, deposits, growth in
deposits, stockholder return, stock price, achievement of
balance sheet or income statement objectives, expenses,
reduction in expenses, chargeoffs, nonperforming assets, loan
loss reserves, market share, and overhead ratio. Any of the
Financial Criteria may be company-wide or on a departmental,
divisional, regional, or individual basis. In addition, any of
the Financial Criteria may be measured in absolute terms, by
reference to internal performance targets, or as compared to
another company or companies, and may be measured by the change
in that performance target compared to a previous period. The
Compensation Committee retains the discretion to determine
whether an award will be paid under any one or more of the
Financial Criteria.
For each Plan Year, the Compensation Committee shall establish
specific, objective performance goals (the Performance
Goals), the outcome of which is substantially uncertain at
the time they are established, for each of the Financial
Criteria the Compensation Committee designates for that Plan
Year against which actual performance is to be measured to
determine the amount of awards to Section 162(m)
Participants. Performance Goals the Compensation Committee
establishes may be described by means of a matrix or formula
providing for goals resulting in the payment of awards under the
plan.
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8.
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Determination
and Payment of
Awards
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8.1. As soon as practicable after the end of a Plan Year,
the Compensation Committee will determine the amount of the
award each participant has earned. For Section 162(m)
Participants, that determination will be made based on
application of the criteria specified in Section 6.
However, the Compensation Committee may, in its sole and
absolute discretion, reduce the amount that would otherwise be
payable under the Incentive Plan. Payments will be made promptly
after the Compensation Committee determines the amount of the
awards unless payment of an award has been deferred pursuant to
Section 10.6. The Compensation Committees
determination with respect to Section 162(m) Participants
must include its certification in writing that the Performance
Goals and any other terms of the award were satisfied. Minutes
of the Compensation Committees meeting or any action by
written consent shall satisfy the written certification
requirement.
8.2. The Company shall pay awards under the Incentive Plan
in cash, stock, restricted stock, restricted stock units,
phantom stock units, or other types of awards valued
in whole or in part by reference to, or otherwise based on,
shares of the Companys stock. Subject to the provisions
hereof, the Compensation Committee shall have the sole and
absolute discretion to determine the persons to whom and the
time or times at which those awards are made, the number of
shares to be granted pursuant thereto, if any, and all other
conditions of those awards. Any award other than cash shall be
confirmed by an award agreement. The award agreement shall
contain provisions the Compensation Committee determines are
necessary or appropriate to carry out the intent hereof with
respect to the award. Any awards may be represented in whole or
in part by certificated shares or uncertificated shares, at the
Compensation Committees sole discretion. The Compensation
Committee may grant awards in respect of up to a total of
300,000 shares of stock under the Incentive Plan.
8.3. Notwithstanding anything to the contrary contained
herein, the maximum dollar amount with respect to which awards
may be granted
C-3
under the Incentive Plan for any Plan Year to any participant
may not exceed $4,000,000.
8.4. In addition to the terms and conditions specified in
the award agreement, awards shall be subject to the following:
(a) Any shares subject to awards may not be sold, assigned,
transferred, pledged, or otherwise encumbered before the date on
which those shares are issued or, if later, the date on which
any applicable restriction, performance, or deferral period
lapses;
(b) If specified in the award agreement, the recipient of
an award shall be entitled to receive, currently or on a
deferred basis, dividends or dividend equivalents with respect
to the shares covered by that award, and the Compensation
Committee may, in its sole and absolute discretion, provide in
the award agreement that those amounts be reinvested in
additional shares;
(c) The award agreement shall contain provisions dealing
with the disposition of the award in the event of the
termination of the participants employment before the
exercise, realization, or payment of the award. The Compensation
Committee may, in its sole and absolute discretion, waive any of
the restrictions imposed with respect to any award; and
(d) Shares issued as a bonus pursuant hereto shall be
issued for the consideration the Compensation Committee
determines is appropriate, in its sole and absolute discretion,
but rights to purchase shares shall be priced at least 100% of
the market value per share on the date the award is granted.
If the Compensation Committee deems it necessary or desirable,
the Company shall be entitled to withhold (or secure payment
from a participant in lieu of withholding) the amount of any
withholding or other tax required by law to be withheld or that
the Company pays (1) with respect to any amount payable
and/or
shares issuable under that participants award or
(2) with respect to any income recognized upon the lapse of
restrictions applicable to an award. The Company may defer
payment or issuance of the cash, shares, or units upon the
grant, exercise, or vesting of an award unless indemnified to
its satisfaction against any liability for that tax. The
Compensation Committee or its delegate shall determine the
amount of that withholding or tax payment. The participant shall
make that payment at the time the Compensation Committee
determines. In each award agreement, the Compensation Committee
shall prescribe one or more methods by which the participant may
satisfy his or her tax withholding obligation. This may include
the participants paying the Company cash or shares of the
Companys stock or the Companys withholding from the
award, at the appropriate time, a number of shares sufficient to
satisfy those tax withholding requirements, based on the market
value per share of those shares. In its sole and absolute
discretion, the Compensation Committee may establish rules and
procedures relating to any withholding methods it deems
necessary or appropriate. These may include rules and procedures
relating to elections by participants who are subject to
Section 16 of the Securities Exchange Act to have shares
withheld from an award to meet those withholding obligations.
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10.
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Termination, Suspension, or Modification of
the
Plan.
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The Board of Directors may at any time, with or without notice,
terminate, suspend, or modify the Incentive Plan in whole or in
part. The Board of Directors shall not amend the Incentive Plan
in violation of law or in contravention of Section 162(m).
The Compensation Committee may make any amendments to the
Incentive Plan not in violation of law required to conform the
Incentive Plan to the requirements of Section 162(m). The
Compensation Committee also may correct any defect, supply any
omission, or reconcile any inconsistency in the Incentive Plan
in the manner and to the extent it deems desirable to carry the
Incentive Plan into effect.
11.1. No award under the Incentive Plan shall be subject in
any manner to anticipation, alienation, sale, transfer,
assignment, pledge,
C-4
encumbrance, charge, garnishment, execution, or levy of any
kind, either voluntary or involuntary, including any liability
which is for alimony or other payment for the support of a
spouse or former spouse, or for any other relative of a
participant, prior to actually being received by the participant
or his or her designated beneficiary. Any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge, or
otherwise dispose of any right to an award hereunder shall be
void.
11.2. Neither the adoption of the Incentive Plan, the
determination of eligibility to participate in the Incentive
Plan, nor the granting of an award under the Incentive Plan
shall confer upon any participant any right to continue in the
employ of the Company or any of its subsidiaries or interfere in
any way with the right of the Company or its subsidiaries to
terminate that employment at any time.
11.3. The Incentive Plan and all determinations under it
shall be governed by and construed in accordance with Delaware
law, other than the conflict of law provisions of those laws,
and except as that law is superseded by federal law.
11.4. The existence of outstanding awards shall not affect
the right of the Company or its shareholders to make or
authorize any and all adjustments, recapitalizations,
reclassifications, reorganizations, and other changes in the
Companys capital structure, the Companys business,
any merger or consolidation of the Company, any issue of bonds,
debentures, or preferred stock, the Companys liquidation
or dissolution, any sale or transfer of all or any part of the
Companys assets or business, or any other corporate act or
proceeding, whether of a similar nature or otherwise.
The number and kind of shares subject to outstanding awards, the
purchase or exercise price of those awards, and the number and
kind of shares available for awards subsequently granted shall
be adjusted appropriately to reflect any stock dividend, stock
split, combination or exchange of shares, merger, consolidation,
or other change in capitalization with a similar substantive
effect on the Incentive Plan or awards granted hereunder. The
Compensation Committee shall have the power and sole and
absolute discretion to determine the nature and amount of the
adjustment to be made in each case. However, in no event shall
any adjustment be made under the provisions of this
Section 11.4 to any outstanding award if an adjustment has
been made or will be made to the shares of the Companys
stock awarded to a participant in that persons capacity as
a shareholder.
If the Company is merged or consolidated with another entity and
the Company is not the surviving entity, or if the Company is
liquidated or sells or otherwise disposes of all or
substantially all of its assets to another entity while
unexercised awards remain outstanding, then (a) subject to
the provisions of Section 11.4(b) below, after the
effective date of that merger, consolidation, liquidation, or
sale, each holder of an outstanding award hereunder shall be
entitled to receive, upon exercise or vesting of that award in
lieu of shares, other stock or other securities as the holders
of shares of the Companys stock received in the merger,
consolidation, liquidation, or sale; and (b) the
Compensation Committee may cancel all outstanding awards as of
the effective date of that merger, consolidation, liquidation,
or sale, provided that (i) notice of that cancellation has
been given to each holder of an award and (ii) in addition
to any rights he or she may have under Section 5.2 above,
each holder of an outstanding award hereunder shall have the
right to that award or the exercise in full, without regard to
any limitations set forth in or imposed pursuant hereto or
contained in the award agreement, during a
30-day
period preceding the effective date of the merger,
consolidation, liquidation, or sale. The exercise
and/or
vesting of any award that was permissible solely because of this
Section 11.4(b)(ii) shall be conditioned on consummation of
the merger, consolidation, liquidation, or sale shall terminate
as of that date.
If the Company is consolidated or merged with another entity
under circumstances in which the Company is the surviving
entity, and its outstanding shares are converted into shares of
a third entity, a condition to the merger or consolidation shall
be that the third entity succeed to the Companys rights
and obligations hereunder, and that the Incentive
C-5
Plan be administered by a committee of the Board of that entity.
Comparable rights shall accrue to each participant in the event
of successive reorganizations, mergers, consolidations, or other
transactions similar to those described above.
Except as expressly provided herein, the Companys issuance
of shares or any other securities for cash, property, labor, or
services, either upon direct sale, the exercise of rights or
warrants to subscribe therefor, or conversion of shares or
obligations of the Company convertible into shares or other
securities shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number, class, or price of
shares then subject to awards outstanding.
After any reorganization, merger, or consolidation in which the
Company or one of its subsidiaries or affiliates is a surviving
entity, the Compensation Committee may grant substituted awards
replacing old awards granted under a plan of another party to
the reorganization, merger, or consolidation whose stock subject
to the old options or awards may no longer be issued following
that reorganization, merger, or consolidation. The Compensation
Committee shall determine the foregoing adjustments and the
manner in which the foregoing provisions are applied in its sole
and absolute discretion. Any of those adjustments may provide
for eliminating any fractional shares of the Companys
stock that might otherwise become subject to any awards.
11.5. Nothing in the Incentive Plan shall be construed as
limiting the authority of the Compensation Committee, the Board
of Directors, the Company, or any subsidiary of the Company to
establish any other compensation plan or as in any way limiting
its or their authority to pay bonuses or supplemental
compensation to any persons employed by the Company or a
subsidiary of the Company, whether that person is a participant
and regardless of how the amount of that compensation or bonus
is determined.
11.6. A participant may elect to defer payment of his or
her award under the Incentive Plan if deferral of the award
under the Incentive Plan is permitted pursuant to the terms of a
deferred compensation program of the Company existing at the
time the election to defer is permitted to be made and the
participant complies with the terms of that program.
11.7. It is the Companys intention that all payments
made under the Incentive Plan to Section 162(m)
Participants a portion of whose compensation the Company wants
to be able to deduct shall constitute performance-based
compensation as that term is defined for purposes of
Section 162(m). Accordingly, unless the Board of Directors
determines otherwise, if any provision of the Incentive Plan is
found not to be in compliance with that provision, that
provision shall be deemed amended so that the provision does
comply to the extent permitted by law. In every event, the
Incentive Plan shall be construed in favor of those payments
meeting the performance-based compensation exception
contained in Section 162(m). Notwithstanding anything to
the contrary contained herein, the Compensation Committee
retains discretion to grant awards hereunder that do not comply
with Section 162(m).
11.8. a. Cause means, with respect to a
participant who is an employee of the Company or one of its
subsidiaries or affiliates or who is a consultant, termination
for, as the Compensation Committee determines in its sole and
absolute discretion, the participants personal dishonesty,
willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful
violation of any law, rule, or regulation (other than traffic
violations or similar offenses), or a final
cease-and-desist
order.
b. Disability means any physical or mental
injury or disease of a permanent nature that renders a
participant incapable of meeting the requirements of the
employment or other work the participant performed immediately
before that disability commenced. The Compensation Committee or
its designee shall make the determination of whether a
participant is disabled and when the participant becomes
disabled in its sole and absolute discretion.
c. Normal Retirement Date means the date on
which a participant terminates active employment with the
employer he or she was
C-6
employed with when he or she was last granted awards on or after
attaining age 65, but does not include termination for
Cause.
d. Other Retirement Date means a date, on or
after a participant attains age 55 but earlier than the
participants Normal Retirement Date, that the Compensation
Committee in its sole and absolute discretion approves and
designates to be the date upon which a participant retires for
purposes hereof, but does not include termination for Cause.
C-7
WILMINGTON
TRUST CORPORATION
2009 LONG-TERM INCENTIVE PLAN
The 2009 Long-Term Incentive Plan (the Plan) of
Wilmington Trust Corporation (Wilmington Trust)
is designed to encourage and facilitate ownership of stock by,
and provide additional incentive compensation based on
appreciation of that stock to, key staff members, directors, and
advisory board members of Wilmington Trust and other entities to
whom the Committee grants Awards. Wilmington Trust hopes thereby
to provide a potential proprietary interest as additional
incentive for the efforts of those individuals in promoting
Wilmington Trusts continued growth and the success of its
business. The Plan also will aid Wilmington Trust in attracting
and retaining professional and managerial personnel.
The Plan shall be administered by the Corporations
Compensation Committee, consisting solely of non-staff member
directors, the Corporations Select Committee, consisting
of either of its two staff member directors, or any other
committee of the Corporations Board of Directors that the
Board may appoint from time to time to administer the Plan (all
such committees are hereinafter sometimes collectively referred
to as the Committee). The Compensation Committee
shall have sole authority to grant Awards to a Participant who
is, at the Date of Grant of the Award, either a covered
employee as defined in Section 162(m) or subject to
Section 16 of the Exchange Act. The Compensation Committee
also shall have authority to grant Awards to other Participants.
The Select Committee shall have authority to grant Awards to
Participants who are not, at the Date of Grant of the Award,
either covered employees as defined in
Section 162(m) or subject to Section 16 of the
Exchange Act.
The Committee shall have the power and authority to administer
the Plan in accordance with this Section 2. Wilmington
Trusts Board may appoint members of the Committee from
time to time in substitution for those members who previously
were appointed and may fill vacancies in the Committee, however
caused.
The Committee shall have exclusive and final authority in each
determination, interpretation, or other action affecting the
Plan and the Participants. The Committee shall have the sole and
absolute discretion to interpret the Plan, establish and modify
administrative rules for the Plan, select persons to whom Awards
may be granted, determine the terms and provisions of Award
Agreements (which need not be identical), determine all claims
for benefits hereunder, impose conditions and restrictions on
Awards it determines to be appropriate, and take steps in
connection with the Plan and Awards it deems necessary or
advisable. In the event of a conflict between determinations
made by the Compensation Committee and the Select Committee, the
determination of the Compensation Committee shall control.
A majority of the Compensation Committees members shall
constitute a quorum thereof, and action by a majority of a
quorum shall constitute action by the Compensation Committee.
Compensation Committee members may participate in meetings by
conference telephone or other similar communications equipment
by means of which all members participating in the meeting can
hear each other. Any decision or determination reduced to
writing and signed by all of the Compensation Committees
members shall be as effective as if that action had been taken
by a vote at a meeting of the Committee duly called and held.
The Committee shall not authorize issuance of more than a total
of 3,000,000 shares hereunder, except as otherwise provided
in Section 9(i) below. These may either be authorized and
unissued shares or previously issued shares Wilmington Trust has
reacquired.
The shares covered by any unexercised portions of terminated
Options granted under Section 5 and shares subject to
any Awards the Participant otherwise surrenders without
receiving any payment or other benefit may again be subject to
new Awards hereunder. Liberal share counting is not
permitted under this plan: (a) if a Participant pays the
purchase price of an Option or tax liability associated
EXHIBIT D
with that exercise in whole or part by delivering Wilmington
Trust Stock, the number of shares issuable in connection
with the Options exercise shall not again be available for
the grant of Awards; (b) shares used to measure the amount
payable to a Participant in respect of Performance Awards or
Other Awards shall not again be available for the grant of
Awards; and (c) shares issued in payment of Performance
Awards denominated in cash amounts shall not again be available
for the grant of Awards.
The Committee shall designate Participants from time to time in
its sole and absolute discretion. Those Participants may include
officers, other key staff members, and directors and advisory
board members of, and consultants to, Wilmington Trust or its
subsidiaries or affiliates. In making those designations, the
Committee may take into account the nature of the services the
officers, key staff members, directors, advisory board members,
and consultants render, their present and potential
contributions to Wilmington Trust, and other factors the
Committee deems relevant in its sole and absolute discretion.
If the Committee designates a Participant to receive an Award in
any year, it need not designate that person to receive an Award
in any other year. In addition, if the Committee designates a
Participant to receive an Award under one portion hereof, it
need not include that Participant under any other portion
hereof. The Committee may grant more than one type of Award to a
Participant at one time or at different times.
The Committee shall designate the form of Options and additional
terms and conditions not inconsistent with the Plan. The
Committee may grant Options either alone or in addition to other
Awards. The terms and conditions of Option Awards need not be
the same with respect to each Participant. The Committee may
grant to Participants one or more incentive stock options
(Incentive Stock Options) that meet the requirements
of Section 422 of the Code, stock options that do not meet
those requirements (Nonstatutory Stock Options), or
both. To the extent any Option does not qualify as an Incentive
Stock Option, whether because of its provisions, the time or
manner of its exercise, or otherwise, that Option or the portion
thereof that does not so qualify shall constitute a separate
Nonstatutory Stock Option.
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b.
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Incentive Stock Options.
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Each provision hereof and in any Award Agreement the Committee
designates as an Incentive Stock Option shall be interpreted to
entitle the holder to the tax treatment afforded by
Section 422 of the Code, except in connection with the
exercise of Options: (1) following a Participants
Termination of Employment; (2) in accordance with the
Committees specific determination with the consent of the
affected Participant; or (3) to the extent Section 9
would cause an Option to no longer be entitled to that
treatment. If any provision herein or the Award Agreement is
held not to comply with requirements necessary to entitle that
Option to that tax treatment, then except as otherwise provided
in the preceding sentence: (x) that provision shall be
deemed to have contained from the outset the language necessary
to entitle the Option to that tax treatment; and (y) all
other provisions herein and in that Award Agreement shall remain
in full force and effect. Except as otherwise specified in the
first sentence of this Section 5(b), if any Award Agreement
covering an Option the Committee designates to be an Incentive
Stock Option does not explicitly include any term required to
entitle that Option to that tax treatment, all those terms shall
be deemed implicit in the designation of that Option, and that
Option shall be deemed to have been granted subject to all of
those terms.
The Committee shall determine the per share exercise price of
each Option. That price shall be at least the greater of
(1) the par value per share of Wilmington Trust Stock
and (2) 100% of the last sale price of Wilmington
Trust Stock on the Date of Grant.
The Committee shall fix the term of each Option, but no Option
shall be exercisable more than ten years after the date the
Committee grants it.
D-2
The Committee may at the time of grant determine performance
targets, waiting periods, exercise dates, and other restrictions
on exercise and designate those in the Award Agreement.
Subject to any waiting periods that may apply under
Section 5(e) above, a Participant may exercise Options in
whole or in part at any time during the period of time, if any,
set forth in the Award Agreement during which that Option or
portion thereof is exercisable by giving written notice
specifying the number of shares to be purchased. The Participant
must accompany that notice by payment in full of the purchase
price in a form the Committee may accept. If the Committee
determines in its sole discretion at or after grant, a
Participant also may make payment in full or in part in the form
of shares of Wilmington Trust Stock already owned
and/or
in
the form of shares otherwise issuable upon exercise of the
Option. In either case, the value of that stock shall be based
on the Market Value Per Share of Wilmington Trust Stock
tendered on the date the Option is exercised.
Notwithstanding the foregoing, the right to pay the purchase
price of an Incentive Stock Option in the form of already-owned
shares or shares otherwise issuable upon exercise of the Option
may be authorized only at the time of grant. No shares shall be
issued until payment therefor has been made as provided herein,
except as otherwise provided herein. In general, a Participant
shall have the right to dividends and other rights of a
shareholder with respect to Wilmington Trust Stock subject
to the Option only when certificates for shares of that stock
are issued to the Participant.
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g.
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Acceleration or Extension of Exercise Time.
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The Committee may, in its sole and absolute discretion, on or
after the Date of Grant, permit shares subject to any Option to
become exercisable or be purchased before that Option would
otherwise become exercisable under the Award Agreement. In
addition, the Committee may, in its sole and absolute
discretion, on or after the Date of Grant, permit any Option
granted hereunder to be exercised after its expiration date,
subject to the limitation in Section 5(d) above. Any
extension of the expiration date of an Option under this
Section 5(g) must result in the Option complying with or
being exempt from the requirements of Section 409A of the
Code.
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h.
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Termination of Employment.
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Unless the Committee provides otherwise in an Award Agreement or
after granting an Option, if the employment of a Participant who
has received an Option terminates on other than: (1) the
Participants Normal Retirement Date; (2) the
Participants Other Retirement Date; (3) the
Participants death; or (4) the Participants
Disability, all Options previously granted to that Participant
but not exercised before that Termination of Employment shall
expire as of that date.
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i.
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Death, Disability, or Retirement of a Participant.
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If a Participant dies while employed by the employer he or she
was employed with when he or she was last granted Options, an
Option theretofore granted to that Participant shall not be
exercisable after the earlier of the expiration of that Option
or three years after the date of that Participants death,
and only (1) by the person or persons to whom the
Participants rights under that Option passed under the
Participants will or by the laws of descent and
distribution and (2) if and to the extent the Participant
was entitled to exercise that Option at the date of his or her
death.
If a Participants employment with the employer he or she
was employed with when he or she was last granted Options
terminates due to Disability or on the Participants Normal
Retirement Date or Other Retirement Date, an Option theretofore
granted to that Participant shall not be exercisable after the
earlier of the expiration date of the Option or three years
after the date of the Disability or retirement. If the
Participant has died before then, an Option theretofore granted
to that Participant shall be exercisable (1) only by the
person or persons to whom the Participants rights under
the Option passed under the Participants will or by the
laws of descent and distribution and (2) if and to the
extent the Participant was entitled to exercise that Option on
the date of his or her death.
D-3
a.
Grant of Performance Awards.
The Committee also may grant awards payable in cash or shares or
a combination of both at the end of a specified performance
period (Performance Awards) hereunder. These shall
consist of the right to receive payment measured by (1) a
specified number of shares at the end of an Award Period,
(2) the Market Value Per Share of a specified number of
shares at the end of an Award Period, (3) the increase in
the Market Value Per Share of a specified number of shares
during an Award Period, or (4) a fixed cash amount payable
at the end of an Award Period, contingent on the extent to which
certain pre-determined performance targets are met during the
Award Period. The Committee shall determine the Participants, if
any, to whom Performance Awards are awarded, the number of
Performance Awards awarded to any Participant, the duration of
the Award Period during which any Performance Award will be
vested, and other terms and conditions of Performance Awards.
b.
Performance Targets.
The Committee may
establish performance targets for Performance Awards in its sole
and absolute discretion. These may include individual
performance standards or specified levels of revenues from
operations, earnings per share, return on shareholders
equity,
and/or
other
goals related to the performance of Wilmington Trust or any of
its subsidiaries or affiliates. The Committee may, in its sole
and absolute discretion, in circumstances in which events or
transactions occur to cause the established performance targets
to be an inappropriate measure of achievement, change the
performance targets for any Award Period before the final
determination of a Performance Award.
c.
Earned Performance Awards.
In granting
a Performance Award, the Committee may prescribe a formula to
determine the percentage of the Performance Award to be earned
based upon the degree performance targets are attained. The
degree of attainment of performance targets shall be determined
as of the last day of the Award Period.
d.
Payment of Earned Performance
Awards.
Wilmington Trust shall pay earned
Performance Awards granted under Section 6(a)(2) or 6(a)(3)
above in cash or shares based on the Market Value Per Share of
Wilmington Trust Stock on the last day of an Award Period,
or a combination of cash and shares, at the Committees
sole and absolute discretion. Wilmington Trust shall normally
make payment as soon as practicable after an Award Period.
However, the Committee may permit deferral of payment of all or
a portion of a Performance Award payable in cash upon a
Participants request made on a timely basis in accordance
with rules the Committee prescribes. Those deferred amounts may
earn interest for the Participant under the conditions of a
separate agreement the Committee approves and the Participant
executes. In its sole and absolute discretion, the Committee may
define in the Award Agreement other conditions on paying earned
Performance Awards it deems desirable to carry out the purposes
hereof.
e.
Termination of Employment.
Unless the
Committee provides otherwise in the Award Agreement or as
otherwise provided below, in the case of a Participants
Termination of Employment before the end of an Award Period, the
Participant will not be entitled to any Performance Award.
f.
Disability, Death, or
Retirement.
Unless the Committee provides
otherwise in the Award Agreement or after the grant of a
Performance Award, if a Participants Disability Date or
the date of a Participants Termination of Employment due
to death or retirement on or after his or her Normal Retirement
Date or Other Retirement Date occurs before the end of an Award
Period, the Participant or the Participants Beneficiary
shall be entitled to receive a pro-rata share of his or her
Award in accordance with Section 6(g) below.
g.
Pro-Rata Payment.
The amount of any
payment Wilmington Trust makes to a Participant or that
Participants Beneficiary under circumstances described in
Section 6(f) above shall be determined by multiplying the
amount of the Performance Award that would have been earned,
determined at the end of the Performance Award Period, if that
Participants
D-4
employment had not been terminated, by a fraction, the numerator
of which is the number of whole months the Participant was
employed during the Award Period and the denominator of which is
the total number of months in the Award Period. That payment
shall be made as soon as practicable after the end of that Award
Period, and shall relate to attainment of the applicable
performance targets over the entire Award Period.
h.
Other Events.
Notwithstanding anything
to the contrary contained in this Section 6, the Committee
may, in its sole and absolute discretion, determine to pay all
or any portion of a Performance Award to a Participant who has
terminated employment before the end of an Award Period under
certain circumstances, including a material change in
circumstances arising after the date the Performance Award is
granted, and subject to terms and conditions the Committee deems
appropriate.
i.
Code
Section 409A.
Notwithstanding any other
provision of this Section 6, each Performance Award
constituting deferred compensation within the meaning of
Section 409A of the Code shall comply with the requirements
of Section 409A.
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7.
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Other Stock-Based Awards.
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a.
Grant of Other Awards.
The Committee
may grant other Awards under this Section 7 (Other
Awards), valued in whole or in part by reference to, or
otherwise based on, shares of Wilmington Trust Stock.
Subject to the provisions hereof, the Committee shall have the
sole and absolute discretion to determine the persons to whom
and the time or times at which those Awards are made, the number
of shares to be granted pursuant thereto, if any, and all other
conditions of those Awards. Any Other Award shall be confirmed
by an Award Agreement. The Award Agreement shall contain
provisions the Committee determines necessary or appropriate to
carry out the intent hereof with respect to the Award.
b.
Terms of Other Awards.
In addition to
the terms and conditions specified in the Award Agreement, Other
Awards made under this Section 7 shall be subject to the
following:
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(1)
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Any shares subject to Other Awards may not be sold, assigned,
transferred, pledged, or otherwise encumbered before the date on
which those shares are issued or, if later, the date on which
any applicable restriction, performance, or deferral period
lapses;
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(2)
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If specified in the Award Agreement, the recipient of an Other
Award shall be entitled to receive, currently or on a deferred
basis, dividends or dividend equivalents with respect to the
shares covered by that Award, and the Committee may, in its sole
and absolute discretion, provide in the Award Agreement that
those amounts be reinvested in additional shares;
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(3)
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The Award Agreement shall contain provisions dealing with the
disposition of the Award in the event of the Participants
Termination of Employment before the exercise, realization, or
payment of the Award. The Committee may, in its sole and
absolute discretion, waive any of the restrictions imposed with
respect to any Other Award; and
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(4)
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Shares issued as a bonus pursuant to this Section 7 shall
be issued for the consideration the Committee determines is
appropriate, in its sole and absolute discretion, but rights to
purchase shares shall be priced at least 100% of the Market
Value Per Share on the date the Other Award is granted.
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a.
Payment of Annual Retainer.
During the
term hereof, each non-employee director of each company the
Compensation Committee designates to participate in this
Section 8 shall be paid the first half of his or her Annual
Retainer in Wilmington Trust Stock. Each director also may
elect to receive the second half of his or her Annual Retainer
in cash or Wilmington Trust Stock, or a combination of
both. The Compensation Committee shall establish rules with
respect to electing the form of payment provided for in the
preceding sentence to facilitate compliance with
Rule 16b-3.
The number of shares to be issued to a non-employee director who
receives shares pursuant to this Section 8(a) shall be the
dollar amount of the portion of the Annual Retainer payable in
shares divided by the Market Value
D-5
Per Share of a share of Wilmington Trust Stock on the
business day immediately preceding the date that installment of
the Annual Retainer is otherwise paid to that companys
directors. Wilmington Trust shall not be required to issue
fractional shares. Whenever under this Section 8 a
fractional share would otherwise be required to be issued,
Wilmington Trust shall pay an amount in lieu thereof in cash
based upon the Market Value Per Share of that fractional share.
b.
Deferral of Payment of Annual Retainer.
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(1)
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Except as provided below, a director may irrevocably elect to
defer receipt of all or any number of the shares of stock
representing the Annual Retainer payable for a calendar year and
receive a credit under his or her Stock Unit Account of an
equivalent number of Stock Units. Any such deferral election
must be made in a time period the Committee may designate from
time to time, provided that such period shall not end later than
December 31 of the calendar year prior to the calendar year with
respect to which the deferral election is made. Notwithstanding
the foregoing, in the case of the first year in which a director
becomes eligible to defer receipt of an Annual Retainer under
this Plan, the director may make an initial deferral election
within 30 days after the date the director becomes eligible
to participate in the Plan with respect to any Annual Retainer
earned later that same calendar year.
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(2)
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A directors Stock Unit Account shall be credited with a
number of Stock Units equal in value to the amount of any cash
dividends or stock distributions that would be payable with
respect to those Stock Units if those Stock Units had been
outstanding shares of Wilmington Trust Stock
(dividend equivalents). The number of Stock Units
credited with respect to cash dividends shall be determined by
dividing the amount of cash dividends that would be payable by
the Fair Market Value of Wilmington Trust Stock as of the
date those cash dividends would be payable.
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(3)
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The Stock Units in a directors Stock Unit Account shall be
distributed, or commence to be distributed, to the Participant
only in the form of Wilmington Trust Stock (with fractional
shares being payable in cash) upon that directors
separation from service (within the meaning of
Section 409A of the Code) in a lump sum payment or in
periodic payments over time, as elected by the director at the
time specified in Section 8(b)(1) above in accordance with
procedures the Committee may establish. A director shall be
entitled to receive a distribution of one share of Wilmington
Trust Stock for each Stock Unit credited to his or her
Stock Unit Account and cash equal to the Fair Market Value of
any fractional Stock Unit credited to his or her Stock Unit
Account.
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9.
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Terms Applicable to All Awards Granted under the Plan.
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a.
Effect of Change in Control.
Upon a
Change in Control:
(1) Any and all Options shall become exercisable
immediately; and
(2) The target values attainable under all Performance
Awards and Other Awards shall be deemed to have been fully
earned for the entire Award Period as of the effective date of
the Change in Control.
b.
Limitations.
(1) No person may be granted Awards in respect of more than
500,000 shares in any calendar year during the term hereof;
(2) No Awards other than options can be made hereunder in
respect of more than a total of 400,000 shares of
Wilmington Trust Stock during the Plans term; and
(3) No Options or other Awards can be re-priced after they
have been granted without shareholder approval. Without limiting
the foregoing, notwithstanding anything to the contrary herein,
except in connection with a corporate transaction involving our
Company (including, without limitation, any stock dividend,
stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation,
split-up,
spin-off,
D-6
combination, or exchange of shares), the terms of outstanding
awards may not be amended to reduce the exercise price of
outstanding options or to cancel outstanding options in exchange
for cash, options, or other awards with an exercise price that
is less than the exercise price of the original option without
shareholder approval.
c.
Plan Provisions Control Award
Terms.
The terms of the Plan govern all Awards
granted hereunder. The Committee shall not have the power to
grant a Participant any Award that is contrary to any provision
hereof. If any provision of an Award conflicts with the Plan as
it is constituted on the date the Award is granted, the terms of
the Plan shall control. Except as provided in Sections 6(b)
and 9(i) of the Plan, or unless the Committee provides otherwise
in its sole and absolute discretion in the Award Agreement, the
terms of any Award granted hereunder may not be changed after
the date it is granted to materially decrease the value of the
Award without the express written approval of the holder
thereof. No person shall have any rights with respect to any
Award until Wilmington Trust and the Participant have executed
and delivered an Award Agreement or the Participant has received
a written acknowledgement from Wilmington Trust that constitutes
an Award Agreement.
d.
Limitations on Transfer.
A Participant
may not transfer or assign his or her rights or interests with
respect to Awards except by will, the laws of descent and
distribution, or, in certain circumstances, pursuant to a
qualified domestic relations order, as defined by the Code,
Title I of ERISA, or the rules thereunder. Except as
otherwise specifically provided herein, a Participants
Beneficiary may exercise the Participants rights only to
the extent they were exercisable hereunder at the date of the
Participants death and are otherwise currently exercisable.
e.
Taxes.
If the Committee deems it
necessary or desirable, Wilmington Trust shall be entitled to
withhold (or secure payment from a Participant in lieu of
withholding) the amount of any withholding or other tax required
by law to be withheld or that Wilmington Trust pays
(1) with respect to any amount payable
and/or
shares issuable under that Participants Award,
(2) with respect to any income recognized upon the lapse of
restrictions applicable to an Award, or (3) upon a
disqualifying disposition of shares received upon the exercise
of any Incentive Stock Option. Wilmington Trust may defer
payment or issuance of the cash or shares upon the grant,
exercise, or vesting of an Award unless indemnified to its
satisfaction against any liability for that tax. The Committee
or its delegate shall determine the amount of that withholding
or tax payment. The Participant shall make that payment at the
time the Committee determines. In each Award Agreement, the
Committee shall prescribe one or more methods by which the
Participant may satisfy his or her tax withholding obligation.
This may include the Participants paying Wilmington Trust
cash or shares of Wilmington Trust Stock or Wilmington
Trusts withholding from the Award, at the appropriate
time, a number of shares sufficient to satisfy those tax
withholding requirements, based on the Market Value Per Share of
those shares. In its sole and absolute discretion, the Committee
may establish rules and procedures relating to any withholding
methods it deems necessary or appropriate. These may include
rules and procedures relating to elections by Participants who
are subject to Section 16 of the Exchange Act to have
shares withheld from an Award to meet those withholding
obligations.
f.
Awards Not Includable for Benefit
Purposes.
Income a Participant recognizes
pursuant to the provisions hereof shall not be included in
determining benefits under any employee pension benefit plan, as
that term is defined in Section 3(2) of ERISA, group
insurance, or other benefit plan applicable to the Participant
that the Participants employer maintains, except if those
plans or the Committee provide otherwise.
g.
Compliance with
Rule 16b-3.
It
is intended that the Plan be applied and administered in
compliance with
Rule 16b-3.
Wilmington Trusts Board of Directors is authorized to
amend the Plan, and the Compensation Committee is authorized to
make any such modifications to Award Agreements, to comply with
Rule 16b-3,
as it may be amended from time to time, and to
D-7
make any other amendments or modifications deemed necessary or
appropriate to better accomplish the purposes of the Plan in
light of any amendments to
Rule 16b-3.
Notwithstanding the foregoing, Wilmington Trusts Board of
Directors may amend the Plan so that it (or certain of its
provisions) no longer complies with
Rule 16b-3
if the Board concludes that compliance is no longer desired. The
Compensation Committee may grant Awards that do not comply with
Rule 16b-3
if it determines, in its sole and absolute discretion, that it
is in Wilmington Trusts interest to do so.
h.
Amendment and Termination.
(1) Wilmington Trusts Board of Directors shall have
complete power and authority to amend the Plan at any time it
deems it necessary or appropriate. However, those directors
shall not, without the affirmative approval of Wilmington
Trusts shareholders, make any amendment that requires
shareholder approval under
Rule 16b-3,
the Code, or any other applicable law or rule of any exchange on
which Wilmington Trusts shares are listed unless the
directors determine that compliance with
Rule 16b-3,
the Code, or those laws or rules is no longer desired. No
termination or amendment hereof may, without the consent of the
Participant to whom any Award has been granted, adversely affect
the right of that individual under that Award. However, the
Committee may make provision in the Award Agreement for
amendments it deems appropriate in its sole and absolute
discretion.
(2) Wilmington Trusts Board of Directors may
terminate the Plan at any time. No Award shall be granted
hereunder after that termination. However, that termination
shall not have any other effect. Any Award outstanding at the
termination hereof may be exercised or amended after that
termination at any time before the expiration of that Award to
the same extent that that Award would have been exercisable or
could have been amended if the Plan had not terminated.
i.
Changes in Wilmington Trusts Capital
Structure.
The existence of outstanding Awards
shall not affect the right of Wilmington Trust or its
shareholders to make or authorize any and all adjustments,
recapitalizations, reclassifications, reorganizations, and other
changes in Wilmington Trusts capital structure, Wilmington
Trusts business, any merger or consolidation of Wilmington
Trust, any issue of bonds, debentures, or preferred stock,
Wilmington Trusts liquidation or dissolution, any sale or
transfer of all or any part of Wilmington Trusts assets or
business, or any other corporate act or proceeding, whether of a
similar nature or otherwise.
The number and kind of shares subject to outstanding Awards, the
purchase or exercise price of those Awards, the number and kind
of shares available for Awards subsequently granted, and the
limitation in Section 9(b) hereof shall be adjusted
appropriately to reflect any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, or
other change in capitalization with a similar substantive effect
on the Plan or Awards granted hereunder. The Committee shall
have the power and sole and absolute discretion to determine the
nature and amount of the adjustment to be made in each case.
However, in no event shall any adjustment be made under the
provisions of this Section 9(i) to any outstanding Award if
an adjustment has been made or will be made to the shares of
Wilmington Trust Stock awarded to a Participant in that
persons capacity as a shareholder.
If Wilmington Trust is merged or consolidated with another
entity and Wilmington Trust is not the surviving entity, or if
Wilmington Trust is liquidated or sells or otherwise disposes of
all or substantially all of its assets to another entity while
unexercised Awards remain outstanding, then (1) subject to
the provisions of Section 9(i)(2) below, after the
effective date of that merger, consolidation, liquidation, or
sale, each holder of an outstanding Award shall be entitled to
receive, upon exercise of that Award in lieu of shares, other
stock or securities as the holders of shares of Wilmington
Trust Stock received in the merger, consolidation,
liquidation, or sale; and (2) the Committee may cancel all
outstanding Awards
D-8
as of the effective date of that merger, consolidation,
liquidation, or sale, provided that (x) notice of that
cancellation has been given to each holder of an Award and
(y) in addition to any rights he or she may have under
Section 9(a) above, each holder of an Award shall have the
right to exercise that Award in full, without regard to any
limitations set forth in or imposed pursuant to Section 5,
6, or 7 above, during a
30-day
period preceding the effective date of the merger,
consolidation, liquidation, or sale. The exercise
and/or
vesting of any Award that was permissible solely because of this
Section 9(i)(2)(y) shall be conditioned on consummation of
the merger, consolidation, liquidation, or sale. Any Awards not
exercised as of the date of the merger, consolidation,
liquidation, or sale shall terminate as of that date.
If Wilmington Trust is consolidated or merged with another
entity under circumstances in which Wilmington Trust is the
surviving entity, and its outstanding shares are converted into
shares of a third entity, a condition to the merger or
consolidation shall be that the third entity succeed to
Wilmington Trusts rights and obligations hereunder, and
that the Plan be administered by a committee of the Board of
that entity.
Comparable rights shall accrue to each Participant in the event
of successive reorganizations, mergers, consolidations, or other
transactions similar to those described above.
Except as expressly provided herein, Wilmington Trusts
issuance of shares or any other securities for cash, property,
labor, or services, either upon direct sale, the exercise of
rights or warrants to subscribe therefor, or conversion of
shares or obligations of Wilmington Trust convertible into
shares or other securities shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number,
class, or price of shares then subject to Awards outstanding.
After any reorganization, merger, or consolidation in which
Wilmington Trust or one of its subsidiaries or affiliates is a
surviving entity, the Committee may grant substituted Awards
replacing old options or other awards granted under a plan of
another party to the reorganization, merger, or consolidation
whose stock subject to the old options or awards may no longer
be issued following that reorganization, merger, or
consolidation. The Committee shall determine the foregoing
adjustments and the manner in which the foregoing provisions are
applied in its sole and absolute discretion. Any of those
adjustments may provide for eliminating any fractional shares of
Wilmington Trust Stock that might otherwise become subject
to any Options or other Awards.
Notwithstanding the foregoing, Award Agreements with respect to
Awards that constitute deferred compensation (within the meaning
of Section 409A of the Code) may contain provisions
contrary to the foregoing provisions of this Section 9(i)
to the extent necessary for those Award Agreements to comply
with the requirements of Section 409A of the Code.
j.
Period of Approval and Term of
Plan.
The Plan shall be submitted to Wilmington
Trusts shareholders at their annual meeting scheduled to
be held on April 22, 2009 or any adjournment or
postponement thereof. The Plan shall be adopted and become
effective only when approved by Wilmington Trusts
shareholders. Awards may be granted hereunder at any time up to
and including April 30, 2012, at which time the Plan will
terminate, except with respect to Awards then outstanding. Those
shall remain in effect until their exercise, expiration, or
termination in accordance herewith.
k.
Compliance with Law and Approval of Regulatory
Bodies.
No Award shall be exercisable, and no
shares shall be delivered hereunder, except in compliance with
all applicable federal and state laws and regulations, the rules
of the New York Stock Exchange, and all other stock exchanges on
which Wilmington Trust Stock is listed. Any certificate
evidencing shares issued hereunder may bear legends the
Committee deems advisable to ensure compliance with federal and
state laws and regulations. No Award shall be exercisable, and
no shares shall be delivered hereunder, until Wilmington Trust
has obtained consent or approval from federal and state
D-9
regulatory bodies that have jurisdiction over matters as the
Committee deems advisable.
If a Participants Beneficiary exercises an Award, the
Committee may require reasonable evidence regarding the
ownership of the Award and consents, rulings, or determinations
from taxing authorities the Committee deems advisable.
l.
No Right of Employment.
Neither the
adoption of the Plan nor its operation, nor any document
describing or referring to the Plan or any part hereof, shall
confer upon any Participant any right to continue in the employ
of the Participants employer, nor in any other way affect
the employers right or power to terminate the
Participants employment at any time, to the same extent as
might have been done if the Plan had not been adopted.
m.
Use of Proceeds.
Funds Wilmington
Trust receives on the exercise of Awards shall be used for its
general corporate purposes.
n.
Severability.
Whenever possible, each
provision hereof and of every Award granted hereunder shall be
interpreted in a manner as to be effective and valid under
applicable law. If any provision hereof or of any Award granted
hereunder is held to be prohibited by or invalid under
applicable law, then (1) that provision shall be deemed
amended to accomplish the provisions objectives as
originally written to the fullest extent permitted by law and
(2) all other provisions hereof and of every other Award
granted hereunder shall remain in full force and effect.
o.
Construction of the Plan.
The place of
administration of the Plan shall be in Delaware, and the
validity, construction, interpretation, administration, and
effect hereof, its rules and regulations, and rights relating
hereto shall be determined solely in accordance with Delaware
law, other than the conflict of law provisions of those laws,
and except as that law is superseded by federal law.
p.
Interpretation of the Plan.
Headings
are given to the sections hereof solely as a convenience for
reference. Those headings and the numbering and paragraphing
hereof shall not be deemed in any way material or relevant to
the construction of any provision hereof. The use of a singular
shall also include within its meaning the plural, and vice
versa, where appropriate.
q.
No Strict Construction.
No rule of
strict construction shall be implied against Wilmington Trust,
the Committee, or any other person interpreting any term of the
Plan, any Award granted under the Plan, or any rule or procedure
the Committee establishes.
r.
Costs and Expenses.
Wilmington Trust
shall bear all costs and expenses incurred in administering the
Plan.
s.
Unfunded Plan.
The Plan shall be
unfunded. Wilmington Trust shall not be required to establish
any special or separate fund or otherwise segregate assets to
assure payment of any Award.
t.
Surrender of Awards.
Any Award granted
to a Participant may be surrendered to Wilmington Trust for
cancellation on terms the Committee and the Participant approve.
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10.
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Definitions.
For purposes of the Plan,
capitalized terms not otherwise defined herein have the
following meanings:
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a. Annual Retainer means the payment(s) the
Board of Directors of each company the Compensation Committee
designates to participate in Section 8 determines from time
to time to be the annual retainer payable each year to each
non-employee director thereof.
b. Award means (1) any grant to a
Participant of any one or a combination of Incentive Stock
Options, Nonstatutory Stock Options, Performance Awards, or
Other Awards or (2) shares of Wilmington Trust Stock
received with respect to an Annual Retainer pursuant to
Section 8.
c. Award Agreement means a written agreement
between Wilmington Trust and a Participant or a written
acknowledgement from Wilmington Trust specifically setting forth
the terms and conditions of an Award granted to a Participant
under the Plan.
d. Award Period means, with respect to an
Award, the period of time, if any, set forth in the Award
Agreement during which specified performance goals must be
achieved or other conditions set forth in the Award Agreement
must be satisfied.
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e. Beneficiary means an individual, trust, or
estate who or that, by will or the laws of descent and
distribution, succeeds to a Participants rights and
obligations under the Plan and an Award Agreement upon the
Participants death.
f. Cause means, with respect to a Participant
who is a staff member of Wilmington Trust or one of its
subsidiaries or affiliates or who is a consultant, termination
for, as the Committee determines in its sole and absolute
discretion, the Participants personal dishonesty, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation
of any law, rule, or regulation (other than traffic violations
or similar offenses), or a final
cease-and-desist
order.
g. Change in Control means any of the events
described below, directly or indirectly or in one or more series
of transactions. However, the Committee may, in its sole and
absolute discretion, specify in any Award Agreement a more
restrictive definition of Change in Control. In that event, the
definition of Change in Control set forth in that Award
Agreement shall apply to the Award granted thereunder:
(1) A consolidation or merger of Wilmington Trust with any
Third Party, unless Wilmington Trust is the entity surviving
that merger or consolidation;
(2) A transfer of all or substantially all of the assets of
Wilmington Trust to a Third Party or of a complete liquidation
or dissolution of WTC or Wilmington Trust;
(3) Any person, entity, or group that is a Third Party,
without prior approval of Wilmington Trusts Board of
Directors, by itself or through one or more persons or entities:
(a) Acquires beneficial ownership of 15% or more of any
class of Wilmington Trusts Voting Stock;
(b) Acquires irrevocable proxies representing 15% or more
of any class of Wilmington Trusts Voting Stock;
(c) Acquires any combination of beneficial ownership of
Voting Stock and irrevocable proxies representing 15% or more of
any class of Wilmington Trusts Voting Stock;
(d) Acquires the ability to control in any manner the
election of a majority of Wilmington Trusts
directors; or
(e) Acquires the ability to directly or indirectly exercise
a controlling influence over the management or policies of
Wilmington Trust;
(4) Any election occurs of persons to Wilmington
Trusts Board of Directors that causes a majority of that
Board of Directors to consist of persons other than
(a) persons who were members of that Board of Directors on
February 29, 1996 (the Effective Date)
and/or
(b) persons who were nominated for election as members of
that Board of Directors by Wilmington Trusts Board of
Directors (or a committee thereof) at a time when the majority
of that Board of Directors (or that committee) consisted of
persons who were members of Wilmington Trusts Board of
Directors on the Effective Date. However, any person nominated
for election by Wilmington Trusts Board of Directors (or a
committee thereof), a majority of whom are persons described in
clauses (a) and/or (b), or are persons who were themselves
nominated by that Board of Directors (or a committee thereof),
shall be deemed for this purpose to have been nominated by a
Board of Directors composed of persons described in
clause (a) above.
A Change in Control shall not include any of the events
described above if they (x) occur in connection with the
appointment of a receiver or conservator for Wilmington Trust,
provision of assistance under Section 13(c) of the Federal
Deposit Insurance Act (the FDI Act), a supervisory
merger, or, with respect to any Participant, the suspension,
removal,
and/or
temporary or permanent prohibition by a regulatory agency of
that Participant from participating in Wilmington Trusts
business or (y) are the result of a Third Party
inadvertently acquiring beneficial ownership or irrevocable
proxies or a combination of both for 15% or more of any class of
Wilmington Trusts voting stock, and that Third Party as
promptly as practicable thereafter divests itself of the
beneficial ownership or irrevocable proxies for a sufficient
number of shares so that the Third Party no longer has
beneficial ownership or irrevocable proxies or a combination of
both
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for 15% or more of any class of Wilmington Trusts Voting
Stock.
h. Code means the Internal Revenue Code of
1986, as amended from time to time, or any successor thereto.
References to a section of the Code shall include that section
and any comparable section or sections of any future legislation
that amends, supplements, or supersedes that section.
i. Date of Grant means the date designated by
the Plan or the Committee as the date as of which an Award is
granted. The Date of Grant shall not be earlier than the date on
which the Committee approves the granting of the Award.
J. Disability means any physical or mental
injury or disease of a permanent nature that renders a
Participant incapable of meeting the requirements of the
employment or other work the Participant performed immediately
before that disability commenced. The Committee shall make the
determination of whether a Participant is disabled and when the
Participant becomes disabled in its sole and absolute discretion.
k. Disability Date means the date which
is six months after the date on which a Participant is first
absent from active employment or work due to a Disability.
l. ERISA means the Employee
Retirement Income Security Act of 1974, as amended.
m. Exchange Act means the Securities
Exchange Act of 1934, as amended.
n. Market Value Per Share of a
share of Wilmington Trust Stock means, as of any date, the
last sale price of a share of Wilmington Trust Stock on
that date on the principal national securities exchange on which
Wilmington Trust Stock is then traded. If Wilmington
Trust Stock is not then traded on a national securities
exchange, Market Value Per Share shall mean the last
sale price or, if none, the average of the bid and asked prices
of Wilmington Trust Stock on that date as reported on the
National Association of Securities Dealers Automated Quotation
System (NASDAQ). However, if there were no sales
reported as of that date, the Market Value Per Share shall be
computed as of the last date preceding that date on which a sale
was reported. If any such exchange or quotation system is closed
on any day on which the Market Value Per Share is to be
determined, the Market Value Per Share shall be determined as of
the first date immediately preceding that date on which that
exchange or quotation system was open for trading.
o. Normal Retirement Date means the date on
which a Participant terminates active employment with the
employer he or she was employed with when he or she was last
granted Awards on or after attaining age 65, but does not
include termination for Cause.
p. Option means any option to purchase
Wilmington Trust stock the Committee grants to a Participant
under Section 5.
q. Other Retirement Date means a date, on or
after a Participant attains age 55 but earlier than the
Participants Normal Retirement Date, that the Committee in
its sole and absolute discretion specifically approves and
designates in writing to be the date upon which a Participant
retires for purposes hereof, but does not include termination
for Cause.
r. Participant means any staff member, director
(including, without limitation, a director who receives some or
all of an Annual Retainer in shares of Wilmington
Trust Stock), or advisory board member of or consultant to
Wilmington Trust or any of its subsidiaries or affiliates whom
the Committee selects to receive Options, Performance Awards, or
Other Awards.
s. Rule 16b-3
means
Rule 16b-3
promulgated by the SEC under Section 16 of the Exchange Act
and any successor rule.
t. SEC means the Securities and Exchange
Commission.
u. Section 162(m) means
Section 162(m) of the Code and its regulations.
v. Stock Unit means a unit of value, equal at
any relevant time to the Fair Market Value of a share of
Wilmington Trust Stock, established by the Committee as a
means of measuring the value of a directors Stock Unit
Account.
w. Stock Unit Account means the bookkeeping
account maintained by the Committee or its delegate on behalf of
each
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Participant who is credited with Stock Units and divided
equivalents thereon pursuant to Section 8(b).
x. Subsidiary means a company more than 50% of
the equity interests of which Wilmington Trust beneficially
owns, directly or indirectly.
y. Termination of Employment means, with
respect to a staff member Participant, the voluntary or
involuntary termination of the Participants employment
with Wilmington Trust or any of its subsidiaries or affiliates
for any reason (including, without limitation, death,
Disability, retirement, or as the result of the sale or other
divestiture of the Participants employer or any similar
transaction in which the Participants employer ceases to
be Wilmington Trust or one of its subsidiaries or affiliates).
With respect to a consultant, Termination of Employment means
termination of the Participants services as a consultant
to Wilmington Trust or one of its subsidiaries or affiliates.
z. Third Party includes a person or
entity or a group of persons or entities acting in concert not
wholly-owned by Wilmington Trust or WTC, directly or indirectly.
aa. Voting Stock means the classes of
stock of Wilmington Trust or WTC entitled to vote generally in
the election of directors of Wilmington Trust or WTC, as the
case may be.
bb. Wilmington Trust Stock means
Wilmington Trusts common stock, par value $1 per share.
D-13
WILMINGTON TRUST CORPORATION
ANNUAL SHAREHOLDERS MEETING
Wednesday, April 22, 2009
10:00 a.m.
Wilmington Trust Plaza
Mezzanine Level
301 West Eleventh Street
Wilmington, Delaware 19801
Notice of Internet Availability of Proxy Materials:
You can access and review the Annual Report and Proxy Statement on the Internet
by going to the following website:
http://materials.proxyvote.com/971807
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Wilmington Trust Corporation
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Rodney Square North
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1100 North Market Street
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Wilmington, DE 19890-0001
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proxy
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This proxy is solicited by the Board of Directors for use at
the Annual Meeting on April 22, 2009.
The shares of stock you hold in your account or in a dividend
reinvestment account will be voted as
you specify on the reverse side.
If no choice is specified, the proxy will be voted
FOR Items 1, 2, 3, and 4.
By signing
the proxy, or voting by telephone or the Internet, you
revoke all prior proxies and
appoint David R. Gibson and Michael A. DiGregorio, and each of them, acting in the absence of the
other, with full power of substitution, to vote your shares on the matter shown on the reverse side
and any other matters which may come before the Annual Meeting and all adjournments.
See reverse for voting instructions.
090724
To Our Shareholders,
You are cordially invited to attend our Annual Shareholders
Meeting, to be held at the Wilmington
Trust Plaza, Mezzanine Level, 301 West Eleventh Street, Wilmington, Delaware, at 10:00 A.M. on
Wednesday, April 22, 2009.
At the Annual Meeting, we will review our performance and answer
any questions you may have. The
enclosed proxy statement provides you with more details about items that will be addressed at the
Annual Meeting. After reviewing the proxy statement, please sign, date, and indicate your vote for
the items listed on the proxy card below and return it in the enclosed, postage-paid envelope
whether or not you plan to attend the Annual Meeting.
Thank you for your prompt response.
Sincerely,
Ted T. Cecala
Chairman and Chief Executive Officer
Vote by Internet, Telephone or Mail 24 Hours a
Day, 7 Days a Week
Your phone or Internet vote authorizes the
named proxies to vote your shares in the same
manner as if you marked, signed and returned
your proxy card.
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INTERNET www.eproxy.com/wl
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Use the Internet to vote your proxy until 12:00
p.m. (CT) on April 21, 2009. Please have
your proxy card and Social Security Number
or Tax Identification Number available.
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PHONE 1-800-560-1965
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Use a touch-tone telephone to vote your
proxy until 12:00 p.m. (CT) on April 21,
2009. Please have your proxy card and
Social Security Number or Tax
Identification Number available.
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MAIL
Mark, sign, and date your proxy
card and return it in the postage-paid
envelope provided.
If you vote your proxy by Internet or by
Telephone, you
do NOT need to mail back your
Voting Instruction Card.
ò
Please detach
here
ò
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The Board of Directors Recommends a Vote FOR Items 1, 2, 3, and 4.
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1.
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Election of directors:
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01
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Ted T. Cecala
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03
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Donald E. Foley
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o
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Vote FOR
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o
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Vote WITHHELD
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02
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Thomas L. du Pont
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all nominees
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from all nominees
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(except as marked)
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(Instructions: To withhold authority to vote for any
indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
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2.
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Approval of 2009 Executive Incentive Plan
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o
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For
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o
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Against
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o
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Abstain
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3.
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Approval of 2009 Long-Term Incentive Plan
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o
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For
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o
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Against
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o
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Abstain
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4.
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Approval of Executive Compensation
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o
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For
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o
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Against
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o
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Abstain
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR,
IF NO DIRECTION IS GIVEN, WILL BE VOTED
FOR
EACH PROPOSAL.
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Address Change? Mark Box
o
Indicate changes below:
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Date
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Signature(s) in Box
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Please sign exactly as your name(s) appears
on Proxy. If held in joint tenancy, all
persons should sign. Trustees,
administrators, etc., should include title
and authority. Corporations should provide
full name of corporation and title of
authorized officer signing the Proxy.
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