ADJUSTED EARNINGS PER SHARE (EPS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
3-YR CAGR
(1)
|
|
2016 Growth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported net income per common share from continuing operations, assuming dilution
|
|
$
|
2.41
|
|
$
|
2.58
|
|
$
|
2.95
|
|
$
|
3.54
|
|
|
|
|
|
|
|
Adjustments
(2)
|
|
$
|
0.03
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously reported net income per common share from continuing operations, assuming dilution
|
|
$
|
2.44
|
|
$
|
2.62
|
|
$
|
2.95
|
|
$
|
3.54
|
|
|
|
|
|
20.0
|
%
|
Non-GAAP adjustments per common share, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges and other items
|
|
$
|
0.24
|
|
$
|
0.49
|
|
$
|
0.49
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income per common share from continuing operations, assuming dilution (non-GAAP)
|
|
$
|
2.68
|
|
$
|
3.11
|
|
$
|
3.44
|
|
$
|
4.02
|
|
|
14.5
|
%
|
|
16.9
|
%
|
-
(1)
-
Compound
Annual Growth Rate
-
(2)
-
GAAP
adjustments reflect the previously disclosed impact of the third quarter of 2015 revision to certain benefit plan balances, which had an
immaterial impact on the non-GAAP amounts.
FREE CASH FLOW
|
|
|
|
|
|
|
|
($ in millions)
|
|
2015
|
|
2016
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
473.7
|
|
$
|
585.3
|
|
Purchases of property, plant and equipment
|
|
|
(135.8
|
)
|
|
(176.9
|
)
|
Purchases of software and other deferred charges
|
|
|
(15.7
|
)
|
|
(29.7
|
)
|
Proceeds from sales of property, plant and equipment
|
|
|
7.6
|
|
|
8.5
|
|
Purchases of investments, net
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
Plus: free cash outflow from discontinued operations
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow from continuing operations (non-GAAP)
|
|
$
|
329.4
|
|
$
|
387.1
|
|
Avery Dennison Corporation
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2017 Proxy
Statement
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A-2
Table of Contents
RETURN ON TOTAL CAPITAL (ROTC)
|
|
|
|
|
|
|
|
($ in millions)
|
|
2015
|
|
2016
|
|
|
|
|
|
|
|
|
|
As reported net income from continuing operations
|
|
|
|
|
$
|
320.7
|
|
Interest expense, net of tax benefit
|
|
|
|
|
|
40.3
|
|
Effective tax rate
|
|
|
|
|
|
32.8
|
%
|
Income from continuing operations, excluding expense and tax benefit of debt and capital lease financing (non-GAAP)
|
|
|
|
|
$
|
361.0
|
|
Total debt
|
|
$
|
1,058.9
|
|
$
|
1,292.5
|
|
Shareholders' equity
|
|
$
|
965.7
|
|
$
|
925.5
|
|
|
|
|
|
|
|
|
|
Return on Total Capital (ROTC) (non-GAAP)
|
|
|
|
|
|
17.0
|
%
|
ADJUSTED EARNINGS BEFORE INTEREST AND TAXES (EBIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported income from continuing operations before taxes
|
|
$
|
366.0
|
|
$
|
360.8
|
|
$
|
408.9
|
|
$
|
477.1
|
|
Adjustments
(1)
|
|
|
(2.9
|
)
|
|
3.6
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously reported income from continuing operations before taxes Adjustments:
|
|
$
|
363.1
|
|
$
|
364.4
|
|
$
|
407.9
|
|
|
|
|
Non-cash restructuring costs
|
|
|
9.6
|
|
|
10.7
|
|
|
6.4
|
|
|
4.1
|
|
Other items
(2)
|
|
|
(3.7
|
)
|
|
2.1
|
|
|
8.8
|
|
|
45.3
|
|
Interest expense
(1)
|
|
|
59.0
|
|
|
63.3
|
|
|
60.5
|
|
|
59.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating income before interest expense, taxes, non-cash restructuring costs and other items (non-GAAP)
|
|
$
|
428.0
|
|
$
|
440.5
|
|
$
|
483.6
|
|
$
|
586.4
|
|
-
(1)
-
GAAP
adjustments reflect the previously disclosed impact of the third quarter of 2015 revision to certain benefit plan balances, which had an
immaterial impact on the non-GAAP amounts.
-
(2)
-
Includes
loss from settlement of pension obligations, transaction costs and net gains on sales of assets.
Avery Dennison Corporation
|
2017 Proxy
Statement
|
A-3
Table of Contents
APPENDIX B 2017 INCENTIVE AWARD PLAN
|
AVERY DENNISON CORPORATION
2017 INCENTIVE AWARD PLAN
ARTICLE 1.
PURPOSE
The purpose of the Avery Dennison Corporation 2017 Incentive Award Plan (as it may be amended or restated from time to time, the
"
Plan
") is to promote the success and enhance the value of Avery Dennison Corporation (the "
Company
") by
linking the individual interests of the Non-Employee Directors and Employees to those of Company stockholders and by providing those individuals with an additional incentive to perform well and
generate superior returns for Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Non-Employee
Directors and Employees upon whose judgment, interest, and special effort the successful conduct of the Company's operations is largely dependent.
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
Wherever used in the Plan, the following words have the meanings specified below, unless the context clearly indicates
otherwise. The singular pronoun includes the plural where the context so indicates.
2.1 "
Administrator
" means the entity that administers the Plan as provided in Article 12. With reference to the duties
of the Committee or the Board under the Plan that have been delegated to one or more persons pursuant to Section 12.6, or which the Board has assumed, the term "Administrator" refers to those
person(s) or the Board, as applicable, unless the Committee or the Board has revoked the delegation or the Board has terminated the assumption of such duties.
2.2 "
Applicable Accounting Standards
" mean Generally Accepted Accounting Principles in the United States, International
Financial Reporting Standards or such other accounting principles or standards as may apply to the Company's financial statements under United States federal securities laws.
2.3 "
Applicable Law
" means any applicable law, including, without limitation: (a) provisions of the Code, the
Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state,
local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.
2.4 "
Automatic Exercise Date
" means, with respect to an Option or a Stock Appreciation Right, the last business day of the
applicable Option Term or Stock Appreciation Right Term that was initially established by the Administrator for the Option or Stock Appreciation Right
(
e.g.
, the last business day prior to the tenth anniversary of the grant date of the
Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year Option Term or Stock Appreciation Right Term, as applicable).
2.5 "
Award
" means an Option, a Stock Appreciation Right, a Restricted Stock award, a Restricted Stock Unit award, an Other
Stock or Cash Based Award or a Dividend Equivalent award, which may be awarded or granted under the Plan.
2.6 "
Award Agreement
" means any written notice, agreement, terms and conditions, contract or other instrument or document
evidencing an Award, including through electronic media that contains the terms and conditions of an Award as the Administrator determines consistent with the Plan.
2.7 "
Award Limit
" means, with respect to Awards payable in Shares or in cash, the respective limit set forth in
Section 3.2.
2.8 "
Awardee
" means a person who has been granted an Award.
2.9 "
Board
" means the Board of Directors of the Company.
2.10 "
Cause
" means, with respect to any Awardee's Termination of Service, unless otherwise provided by the Administrator,
(a) "Cause" as defined in any written agreement between the Awardee and the Company or any Subsidiary (including, without limitation, any Award Agreement), or (b) if there is no such
agreement or if it does not define Cause: (i) conviction of the Awardee for committing a felony under U.S. federal or applicable foreign law or the law of the state or
Avery Dennison Corporation
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other
jurisdiction in which such action occurred, (ii) willful and deliberate failure on the part of the Awardee to perform his or her duties to the Company and its Subsidiaries in any material
respect, or (iii) prior to a Change in Control, such other serious events as determined by the Administrator. Prior to a Change in Control, the Administrator shall, unless otherwise provided in
a written agreement with a particular Awardee, have the discretion to determine on a reasonable basis whether "Cause" exists, and its determination will be final.
2.11 "
Change in Control
" means "a change in the ownership or effective control," or in "the ownership of a substantial
portion of the assets of" the Company, within the meaning of Section 409A, and includes any of the following events as interpreted under Section 409A:
(a) the
date on which a majority of members of the Board is replaced during any twelve-month period by Directors whose appointment or election is not endorsed by a majority
of the members of the Board before the date of the appointment or election; or
(b) the
acquisition, by any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act), or by a corporation
owned by a group of persons that has entered into a merger, acquisition, consolidation, purchase, stock acquisition, asset acquisition, or similar business transaction with the Company, of:
(i) ownership
of stock of the Company, that, together with any stock previously held by such person or group, constitutes more than fifty percent (50%) of either
(A) the total fair market value or (B) the total voting power of the stock of the Company;
(ii) ownership
of stock of the Company possessing thirty percent (30%) or more of the total voting power of the Company, during the twelve-month period ending on the date of
such acquisition; or
(iii) assets
from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets
of the Company during the twelve-month period ending on the date of such acquisition;
provided
,
however
,
that any transfer of assets to a related person as defined under Section 409A shall not constitute a Change in Control;
provided
,
further
, that the following events shall not constitute a Change in Control: (i) any
acquisition by the Company or any of its Subsidiaries; or (ii) any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries.
Notwithstanding
the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation
that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a) or
(b) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a "change in
control event," as defined in Treasury Regulation Section 1.409A-3(i)(5).
The
Board shall have full and final authority to, in its sole discretion, conclusively determine whether a Change in Control has occurred pursuant to the above definition, the date of
such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a "change in control
event" as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
2.12 "
Code
" means the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official
guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.
2.13 "
Committee
" means the Compensation and Executive Personnel Committee of the Board (or any successor thereto) or another
committee or subcommittee of the Board or the Compensation and Executive Personnel Committee of the Board (as selected by the Board) described in Article 12.
2.14 "
Common Stock
" means the common stock of the Company, par value $1.00 per share.
2.15 "
Company
" has the meaning set forth in Article 1.
2.16 "
Covered Employee
" means any Employee who is, or could become, a "covered employee" within the meaning of
Section 162(m) of the Code.
2.17 "
Director
" means a member of the Board, as constituted from time to time.
2.18 "
Director Limit
" has the meaning set forth in Section 4.6(b).
2.19 "
Disability
" means, with respect to any Awardee, unless otherwise provided by the Administrator, (a) "Disability"
as defined in any written agreement between the Awardee and the Company or any Subsidiary (including, without limitation,
Avery Dennison Corporation
|
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Table of Contents
any
Award Agreement), or (b) if there is no such agreement that defines "Disability," permanent and total disability as defined in Section 22(e)(3) of the Code.
2.20 "
Disaffiliation
" means, with respect to any Subsidiary, the Subsidiary's ceasing to be a Subsidiary for any reason
(including, without limitation, as a result of a public offering, spin-off or sale by the Company of the majority of the Subsidiary's stock).
2.21 "
Dividend Equivalent
" means a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares,
awarded under Section 10.2.
2.22 "
DRO
" means a "domestic relations order" as defined by the Code or Title I of the Employee Retirement Income Security
Act of 1974, as amended from time to time, or the rules thereunder.
2.23 "
Effective Date
" means the date the Plan is adopted by the Board, subject to approval of the Plan by the Company's
stockholders.
2.24 "
Eligible Individual
" means any person who is an Employee or a Non-Employee Director, as determined by the
Administrator.
2.25 "
Employee
" means any officer or other employee (as determined in accordance with Section 3401(c) of the Code) of
the Company or of any Subsidiary.
2.26 "
Equity Restructuring
" means a nonreciprocal transaction between the Company and its stockholders, such as a stock
dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the
share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.
2.27 "
Exchange Act
" means the Securities Exchange Act of 1934, as amended from time to time.
2.28 "
Expiration Date
" has the meaning set forth in Section 13.1(c).
2.29 "
Fair Market Value
" means, as of any given date, the value of a Share determined as follows:
(a) if
Common Stock is traded on an established securities exchange, the mean between the highest and lowest selling price of a Share during normal business hours on the
principal exchange on which Shares are then trading, if any, on such date, or if Shares were not traded on such date, then the mean between the highest and lowest sales on the nearest trading date
before such date;
(b) if
Common Stock is not traded on an established securities exchange, but is regularly quoted by a recognized securities dealer, the mean between the closing
representative bid and asked prices for the Common Stock during normal business hours on such date, or if there are no bid and asked prices for the Common Stock on such date, the mean between the
closing representative bid and asked prices for the Common Stock during normal business hours on the nearest date before such date for which such information exists, as reported in
The Wall Street Journal
or such other source as the Administrator deems reliable; or
(c) if
Common Stock is neither traded on an established securities exchange nor regularly quoted by a recognized securities dealer, the fair market value of a Share as
established by the Administrator acting in good faith.
2.30 "
Full Value Award
" means any Award that is settled in Shares other than: (a) an Option, (b) a Stock
Appreciation Right or (c) any other Award for which the Awardee pays the intrinsic value existing as of the date of grant (whether directly or by forgoing a right to receive a payment from the
Company or any Subsidiary).
2.31 "
Greater Than 10% Stockholder"
means an individual then owning (within the meaning of Section 424(d) of the Code)
more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof
(as defined in Section 424(e) of the Code).
2.32 "
Incentive Stock Option
" means an Option that is intended to qualify as an incentive stock option and conforms to the
applicable provisions of Section 422 of the Code.
2.33 "
Non-Employee Director
" means a Director of the Company who is not also an Employee.
2.34 "
Non-Employee Director Equity Compensation Program
" has the meaning set forth in Section 4.6.
2.35 "
Non-Qualified Stock Option
" means an Option that is not an Incentive Stock Option or which is designated as an
Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.
Avery Dennison Corporation
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Table of Contents
2.36 "
Option
" means a right to purchase Shares at a specified exercise price, granted under Article 6. An Option shall
be either a Non-Qualified Stock Option or an Incentive Stock Option;
provided
,
however
, that Options
granted to Non-Employee Directors shall only be Non-Qualified Stock Options.
2.37 "
Option Term
" has the meaning set forth in Section 6.4.
2.38 "
Organizational Documents
" mean, collectively, (a) the Company's Amended and Restated Certificate of
Incorporation, the Company's Amended and Restated Bylaws or other similar organizational documents relating to the creation and governance of the Company, and (b) the Committee's charter or
other similar organizational documentation relating to the creation and governance of the Committee, each as may be amended from time to time.
2.39 "
Other Stock or Cash Based Award
" means a cash payment, cash bonus award, stock payment, stock bonus award, performance
award or incentive award that is paid in cash, Shares or a combination of both, awarded under Section 10.1, which may include, without limitation, deferred stock, deferred stock units,
retainers, committee fees, and meeting-based fees.
2.40
"Performance-Based Compensation
" means any compensation that is intended to qualify as "performance-based compensation"
as described in Section 162(m)(4)(C) of the Code.
2.41 "
Performance Criteria
" mean the criteria (and adjustments) that the Administrator selects for an Award in establishing
the Performance Goal or Performance Goals for a Performance Period, determined as follows:
(a) The
Performance Criteria used to establish Performance Goals shall be limited to the following: net earnings (either before or after one or more of the following:
(i) interest, (ii) taxes, (iii) depreciation, (iv) amortization and (v) non-cash equity-based compensation expense), earnings per share, adjusted earnings per share,
price per share of Common Stock, gross sales, net sales, organic sales growth, return on sales, net income, net income after tax, adjusted net income, gross income, operating income, gross or net
profit or operating margin, return on sales, cash flow or free cash flow, expenses, economic profit, unit volume, market share, return on equity, return on assets or return on net assets, working
capital, change in working capital, return on capital (or invested capital) and the cost of capital, total stockholder return, productivity, operating efficiency, implementation or completion of
critical projects, regulatory body approval for commercialization of product, customer satisfaction, Through Put (i.e., net sales less the sum of (x) direct material costs and
(y) purchase price variances), dividends per share (or appreciation in and/or maintenance of dividends), and economic value added.
(b) The
Administrator, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Those
adjustments may include, without limitation, one or more of the following: (i) items related to a change in Applicable Accounting Standards; (ii) items relating to financing and debt
activities and transactions; (iii) expenses for restructuring, integration or productivity initiatives; (iv) other non-operating items; (v) items related or attributable to
acquisitions or the business operations of any entity acquired by the Company or any Subsidiary during the Performance Period; (vi) items related to the sale or disposal of a business or
segment of a business; (vii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (viii) items attributable to
any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (ix) any other items of significant income or expense which are determined to be
appropriate adjustments; (x) items relating to unusual or infrequent corporate transactions, events or developments; (xi) items related to amortization of acquired intangible assets;
(xii) items that are outside the scope of the Company's core, ongoing business activities; (xiii) items related to acquired in-process research and development; (xiv) items
relating to major licensing or partnership arrangements; (xv) items relating to asset impairment charges; (xvi) items relating to gains or losses for litigation, arbitration and
contractual settlements; (xvii) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (xviii) items relating to foreign exchange
or currency transactions and/or fluctuations; or (xix) items relating to any other unusual or nonrecurring events (including, without limitation, a force majeure) or changes in tax law or other
Applicable Law or business conditions. For all Awards
intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.
2.42 "
Performance Goals
" mean, for a Performance Period, one or more goals established in writing by the Administrator for
the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish the Performance Goals, the Performance Goals may be expressed in terms of
overall Company performance or the performance of a Subsidiary, division, business unit, or an individual. The achievement of each Performance Goal shall be determined, to the extent applicable, with
reference to Applicable Accounting Standards.
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2.43 "
Performance Period
" means one or more periods of time, that may vary and overlap, as the Administrator may select, over
which the attainment of one or more Performance Goals will be measured to determine an Awardee's right to, vesting of, and/or payment of an Award.
2.44 "
Plan
" has the meaning set forth in Article 1.
2.45 "
Program
" means any program adopted by the Administrator pursuant to the Plan containing the terms and conditions
intended to govern a specified type of Award granted under the Plan and pursuant to which the type of Award may be granted under the Plan.
2.46 "
Restricted Stock
" means Common Stock awarded under Article 8 that is subject to certain restrictions and may be
subject to risk of forfeiture or repurchase.
2.47 "
Restricted Stock Unit
" means the right to receive Shares awarded under Article 9. For the avoidance of doubt,
Restricted Stock Units include, without limitation, rights to receive Shares based on attainment of Performance Goals or other performance goals (including, without limitation, performance,
market-leveraged and similar units).
2.48 "
Retirement
" means (a) with respect to an Employee, unless otherwise determined by the Administrator, a
Termination of Service with the Company or a Subsidiary by reason of voluntary retirement on or after age 55 with 10 or more years of service;
provided
that, in no event shall a Termination of Service with the Company or a Subsidiary be deemed a Retirement if the Termination of Service results from (or is in connection with) the Disaffiliation of a
Subsidiary by which the Employee is employed or provides services (including, without limitation, as a result of a public offering, spin-off or sale), and (b) with respect to a Non-Employee
Director, Termination of Service by reason of voluntary retirement at or after age 72.
2.49 "
Section 409A
" means Section 409A of the Code, including, without limitation, any regulations or other
guidance that may be issued after the Effective Date.
2.50 "
Securities Act
" means the Securities Act of 1933, as amended from time to time.
2.51 "
Shares
" mean shares of Common Stock.
2.52 "
Stock Appreciation Right
" means an Award entitling the Awardee (or other person entitled to exercise pursuant to the
Plan) to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained
by subtracting the exercise price per share of the Award from the Fair Market Value on the date of exercise of the Award by the number of Shares with respect to which the Award shall have been
exercised, subject to any limitations the Administrator may impose.
2.53 "
SAR Term
" has the meaning set forth in Section 6.4.
2.54 "
Subsidiary
" means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities
beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least
fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in the chain.
2.55 "
Substitute Award
" means an Award granted under the Plan in connection with a corporate transaction, such as a merger,
combination, consolidation or acquisition of property or stock, upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity;
provided
,
however
, that in no event shall
the term "Substitute Award" include an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.
2.56 "
Term Expiration Date
" has the meaning set forth in Section 6.4.
2.57 "
Termination of Service
" means:
(a) As
to a Non-Employee Director, the time when an Awardee ceases to be a Director for any reason, including, without limitation, a termination due to resignation, failure
to be elected, death, Disability, or Retirement, but excluding terminations where the Non-Employee Director simultaneously commences employment or commences or remains in alternative service with the
Company or any Subsidiary.
(b) As
to an Employee, the time when the employee-employer relationship between an Awardee and the Company or any Subsidiary is terminated for any reason, including, without
limitation, a termination due to resignation, discharge (with or without Cause), death, Disability, or Retirement or upon a Disaffiliation of a Subsidiary with which the Employee has an
employee-employer relationship; but excluding terminations where the Awardee simultaneously commences alternative employment or other service with the Company or any Subsidiary.
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The
Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a
Termination of Service has occurred, and all questions of whether particular leaves of absence constitute a Termination of Service;
provided
,
however
, that,
with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or
otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall
constitute a Termination of Service only if, and to the extent that, the leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the
Code. For purposes of the Plan, an Awardee's employee-employer relationship shall be deemed to be terminated in the event of Disaffiliation of the Subsidiary employing the Awardee.
ARTICLE 3.
SHARES SUBJECT TO THE PLAN
3.1
Number of Shares.
(a) Subject
to Sections 3.1(b) and 13.2, the aggregate number of Shares which may be issued or transferred pursuant to Awards (including, without limitation,
Incentive Stock Options) under the Plan is 5,400,000;
provided
,
however
, that the aggregate number of
Shares available for issuance under the Plan shall be reduced by one and one-half (1.5) Shares for each Share delivered in settlement of any Full Value Award. Any Shares distributed pursuant to an
Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.
(b) If
any Shares subject to an Award that is not a Full Value Award are forfeited or expire, are converted to shares of another person or entity in connection with a
spin-off or other similar event, or the Award is settled for cash (in whole or in part), the Shares subject to the Award shall, to the extent of such forfeiture, expiration, conversion or cash
settlement, again be available for future grants of Awards under the Plan. To the extent that any Shares subject to a Full Value Award are forfeited or expire (or are repurchased by the Company under
Section 8.4 at the same price paid by the Awardee), are converted to shares of another person or entity in connection with a spin-off or other similar event, or the Full Value Award is settled
for cash (in whole or in part), the Shares available under the Plan shall be increased by one and one-half (1.5) Shares for each Share subject to such Full Value Award that is forfeited or expired (or
repurchased), converted or settled in cash. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under
Section 3.1(a) and shall not be available for future grants of Awards: (i) Shares tendered by an Awardee or withheld by the Company in payment of the exercise price of an Option;
(ii) Shares tendered by the Awardee or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Shares subject to a Stock Appreciation Right that
are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise; and (iv) Shares purchased on the open market with the cash proceeds from the exercise of
Options. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the
provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under
Section 422 of the Code.
(c) Substitute
Awards shall not reduce the Shares authorized for grant under the Plan, except as may be required by reason of Section 422 of the Code. Additionally,
in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by its stockholders
and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of the pre-existing plan (as adjusted, to the extent appropriate, using the
exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to
such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan;
provided
that Awards using the available Shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall
only be made to individuals who were not employed by or providing services to the Company or its Subsidiaries immediately prior to the acquisition or combination.
3.2
Limitation on Number of Shares and Cash Subject to Awards.
Notwithstanding any provision in the Plan to the
contrary, and subject to Section 13.2, (a) the maximum aggregate number of Shares with respect to any one form of Award (other than Options and Stock Appreciation Rights) that may be
granted to any one person during any calendar year shall be 200,000, (b) the maximum aggregate number of Shares with respect to one or more Awards (other than Options and Stock Appreciation
Rights) that may be granted to any one person during any calendar year shall be 400,000, (c) the maximum
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aggregate
number of Shares underlying one or more awards of Options or Stock Appreciation Rights that may be granted to any one person during any calendar year shall be 600,000 and (d) the
maximum aggregate amount that may be paid in cash to any one person during any calendar year with respect to one or more Awards payable in cash shall be $10,000,000. To the extent required by
Section 162(m) of the Code, Shares subject to Awards that are canceled shall continue to count against the Award Limit.
3.3
Award Vesting Limitations.
Notwithstanding any other provision of the Plan to the contrary, but subject to
Section 13.2 and the last sentence of this Section 3.3, Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted and no Award
Agreement shall reduce or eliminate such minimum vesting requirement;
provided
,
however
, that,
notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the shares of Common Stock available pursuant to Section 3.1(a) as of the Effective Date may be
granted to any one or more Eligible Individuals without respect to and/or administered without regard for this minimum vesting provision. Nothing in this Section 3.3 precludes the Administrator
from taking action, in its sole discretion, to accelerate the vesting of any Award in connection with or following an Awardee's death, Disability, Termination of Service or the consummation of a
Change in Control.
ARTICLE 4.
GRANTING OF AWARDS
4.1
Participation.
The Administrator may, from time to time, grant Eligible Individuals an Award and shall
determine the nature and amount of each Award, which shall be consistent with the requirements of the Plan or any applicable Program. Except for any Non-Employee Director's right to Awards that may be
required pursuant to the Non-Employee Director Equity Compensation Program as described in Section 4.6, no Eligible Individual or other person shall have any right to be granted an Award
pursuant to the Plan and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Awardees or any other persons uniformly. Participation by each Awardee in the Plan shall
be voluntary and nothing in the Plan or any Program shall be construed as mandating that any Eligible Individual or other person participate in the Plan.
4.2
Award Agreement.
Each Award shall be evidenced by an Award Agreement setting forth the terms, conditions and
limitations for the Award as determined by the Administrator in its sole discretion (consistent with the requirements of the Plan and any applicable Program). Award Agreements evidencing Awards
intended to qualify as Performance-Based Compensation shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Award
Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.
4.3
Limitations Applicable to Section 16 Persons.
Notwithstanding any other provision of the Plan, the
Plan and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable
exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive
rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
4.4
At-Will Service.
Nothing in the Plan or in any Program or Award Agreement confers upon any Awardee any right
to continue in the employ of, or as a Director for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby
expressly reserved, to discharge any Awardee
at any time for any reason whatsoever, with or without Cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent
expressly provided otherwise in a written agreement between the Awardee and the Company or any Subsidiary.
4.5
Foreign Awardees.
Notwithstanding any provision of the Plan or applicable Program to the contrary, in order
to comply with the laws in countries other than the United States in which the Company and its Subsidiaries operate or have Employees or Non-Employee Directors, or in order to comply with the
requirements of any foreign securities exchange or other Applicable Law, the Administrator, in its sole discretion, has the power and authority to: (a) determine which Subsidiaries are covered
by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to
Eligible Individuals outside the United States to comply with Applicable Law (including, without limitation, applicable foreign laws or listing requirements of any foreign securities exchange);
(d) establish subplans and modify exercise procedures and other terms and procedures, to the extent necessary or advisable;
provided
,
however
, that no
subplans and/or modifications shall increase the share limitation contained in Section 3.1, the Award Limit or the Director
Limit; and (e) take any action, before or after an Award is made, that it deems
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advisable
to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange.
4.6
Non-Employee Director Awards.
(a)
Non-Employee Director Equity Compensation Program.
The Administrator, in its sole discretion, may provide
that Awards granted to Non-Employee Directors be granted pursuant to a written nondiscretionary formula established by the Administrator (the "
Non-Employee Director Equity
Compensation Program
"), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Program, if any, will set forth the type of Award(s) to be granted
to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director Awards (or the formula for calculation of the number), the conditions on which the Awards shall be granted,
become exercisable and/or payable and expire, and/or such other terms and conditions as the Administrator determines in its sole discretion. The Non-Employee Director Equity Compensation Program may
be modified by the Administrator from time to time in its sole discretion.
(b)
Director Limit.
Notwithstanding any provision to the contrary in the Plan or in the Non-Employee Director
Equity Compensation Program, the sum of the grant date fair value of equity-based Awards and the amount of any cash-based Awards granted to a Non-Employee Director during any calendar year shall not
exceed $600,000 (the "
Director Limit
").
ARTICLE 5.
PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION
5.1
Purpose.
The Administrator may, in its sole discretion, (a) determine whether an Award is intended to
qualify as Performance-Based Compensation and (b) at any time after any such determination, alter such intent for any reason. If the Administrator, in its sole discretion, decides to grant an
Award that is intended to qualify as Performance-Based Compensation (other than an Option or Stock Appreciation Right), then the provisions of this Article 5 shall control over any contrary
provision contained in the Plan or any applicable Program;
provided
that, if after such decision the Administrator alters such intention for any reason,
the provisions of this Article 5 shall no longer control over any other provision contained in the Plan or any applicable Program. The Administrator, in its sole discretion, may
(i) grant Awards to Eligible Individuals that are based on Performance Criteria or Performance Goals or any other criteria and goals as the Administrator shall establish, but that do not
satisfy the requirements of this Article 5 and that are not intended to qualify as Performance-Based Compensation and (ii) subject any Awards intended to qualify as Performance-Based
Compensation to additional conditions and restrictions unrelated to any Performance Criteria or Performance Goals (including, without limitation, continued employment or service requirements) to the
extent the Awards otherwise satisfy the requirements of this Article 5 with respect to the Performance Criteria and Performance Goals applicable thereto. Unless otherwise specified by the
Administrator at the time of grant, the Performance Criteria with respect to an Award intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of
Applicable Accounting Standards.
5.2
Procedures with Respect to Performance-Based Awards.
To the extent necessary to comply with the requirements
of Section 162(m)(4)(C) of the Code, with respect to any Awards that are intended to qualify as Performance-Based Compensation, no later than 90 days following the commencement of any
Performance Period or any designated fiscal period or period of service (or any earlier time as may be required under Section 162(m) of the Code), the Administrator shall, in writing,
(a) designate one or more Eligible Individuals, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the Performance Goals, and amounts of the
Awards, as applicable, which may be earned for the Performance Period based on the Performance Criteria, and (d) specify the relationship between Performance Criteria and the Performance Goals
and the amounts of the Awards, as applicable, to be earned by each
Covered Employee for the Performance Period. Following the completion of each Performance Period, the Administrator shall certify in writing whether and the extent to which the applicable Performance
Goals have been achieved for the Performance Period. In determining the amount earned under these Awards, the Administrator (i) shall, unless otherwise provided in an Award Agreement, have the
right to decrease or eliminate the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant, including the assessment of
individual or corporate performance for the Performance Period, but (ii) in no event shall the Administrator have the right to increase the amount payable.
5.3
Payment of Performance-Based Awards.
Unless otherwise provided in the applicable Program or Award Agreement
and only to the extent otherwise permitted by Section 162(m) of the Code (but subject to Section 13.2), as to an Award that is intended to qualify as Performance-Based Compensation, in
order for the Awardee to be eligible to receive payment pursuant to such Award, (a) the Awardee must be employed by the Company or a Subsidiary throughout the Performance Period and
(b) the Performance Goals for the Performance Period must be achieved. For the avoidance of doubt,
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(i) the
Administrator may, in its sole discretion, determine at any time that an Award is not intended to qualify as Performance-Based Compensation and this Section 5.3 will not apply to
such Award, and (ii) nothing in this Section 5.3 shall limit any vesting pursuant to Section 13.2(d).
5.4
Additional Limitations.
Notwithstanding any other provision of the Plan and except as otherwise determined
by the Administrator, any Award that is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be subject to any additional limitations or requirements
set forth in Section 162(m) of the Code, and
the Plan and the applicable Program and Award Agreement shall be deemed amended to the extent necessary to conform to the requirements.
ARTICLE 6.
AWARD OF OPTIONS AND STOCK APPRECIATION RIGHTS
6.1
Award of Options and Stock Appreciation Rights to Eligible Individuals.
The Administrator is authorized to
grant Options and Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with
the Plan.
6.2
Qualification of Incentive Stock Options.
The Administrator may grant Options intended to qualify as
Incentive Stock Options only to employees of the Company, any of the Company's present or future "parent corporations" or "subsidiary corporations" as defined in Sections 424(e) or
(f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. No person who qualifies as a Greater Than 10%
Stockholder may be granted an Incentive Stock Option unless the Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. To the extent that the aggregate fair
market value of stock with respect to which "incentive stock options" (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable
for the first time by an Awardee during any calendar year under the Plan and all other plans of the Company and any parent corporation or subsidiary corporation thereof (as defined in
Section 424(e) and 424(f) of the Code, respectively) exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The
rule set forth in the immediately preceding sentence shall be applied by taking Options and other "incentive stock options" into account in the order in which they were granted and the fair market
value of stock shall be determined as of the time the respective options were granted. Any interpretations and rules under the Plan with respect to Incentive Stock Options shall be consistent with the
provisions of Section 422 of the Code. Neither the Company nor the Administrator shall have any liability to an Awardee, or any other person, (a) if an Option (or any part thereof) which
is intended to qualify as an Incentive Stock Option fails to qualify as an Incentive Stock Option or (b) for any action or omission by the Company or the Administrator that causes an Option not
to qualify as an Incentive Stock Option, including, without limitation, the conversion of an Incentive Stock Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive
Stock Option that fails to satisfy the requirements under the Code applicable to an Incentive Stock Option.
6.3
Option and Stock Appreciation Right Exercise Price.
The exercise price per Share subject to each Option and
Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option or Stock Appreciation Right, as applicable, is
granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock
Options granted to a Greater Than 10% Stockholder, the price shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified,
extended or renewed for purposes of Section 424(h) of the Code). Notwithstanding the foregoing, in the case of an Option or Stock Appreciation Right that is a Substitute Award, the exercise
price per share of the Shares subject to the Option or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant;
provided
that the exercise price of
any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 and
409A of the Code.
6.4
Option and SAR Term.
The term of each Option (the "
Option
Term
") and the term of each Stock Appreciation Right (the "
SAR Term
") shall be set by the Administrator in its sole discretion;
provided
,
however
, that neither the Option Term nor the SAR Term shall be more than (a) ten
(10) years from the date the Award is granted to an Eligible Individual (other than, in the case of Incentive Stock Options, a Greater Than 10% Stockholder), or (b) five (5) years
from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder (such date for the applicable Option or Stock Appreciation Right, the "
Term Expiration
Date
"). Except as limited by the requirements of Section 409A or Section 422 of the Code or the first sentence of this Section 6.4 and without limiting the
Company's rights under Section 11.7, the Administrator may extend the Option Term of any outstanding Option or the SAR Term of any outstanding Stock Appreciation Right in connection with any
Termination of Service of the Awardee or otherwise, and may amend, subject to Sections 11.7 and 13.1, any other term or condition of the Option or Stock Appreciation Right relating to the
Termination of Service of the Awardee or otherwise.
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6.5
Option and SAR Vesting.
The period during which the right to exercise, in whole or in part, an Option or
Stock Appreciation Right vests in the Awardee shall be set by the Administrator and set forth in the applicable Award Agreement, subject to Sections 3.3 and 7.2. Unless otherwise determined by
the Administrator in the Award Agreement, the applicable Program or by action of the Administrator following the grant of the Option or Stock Appreciation Right, (a) no portion of an Option or
Stock Appreciation Right which is unexercisable at an Awardee's Termination of Service shall thereafter become exercisable, and (b) the portion of an Option or Stock Appreciation Right that is
unexercisable at an Awardee's Termination of Service shall automatically expire on the date of the Termination of Service.
6.6
Substitution of Stock Appreciation Rights; Early Exercise of Options.
The Administrator may provide in the
applicable Program or Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have
the right to substitute a Stock Appreciation Right for the Option at any time prior to or upon exercise of such Option;
provided
that the Stock
Appreciation Right shall be exercisable with respect to the same number of Shares for which the substituted Option would have been exercisable, and shall also have the same exercise price, vesting
schedule and remaining term as the substituted Option. The Administrator may provide in the terms of an Award Agreement that the Awardee may exercise an Option in whole or in part prior to the full
vesting of the Option in exchange for unvested shares of Restricted Stock with respect to any unvested portion of the exercised Option. Shares of Restricted Stock acquired upon the exercise of any
unvested portion of an Option shall be subject to such terms and conditions as the Administrator shall determine.
ARTICLE 7.
EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS
7.1
Exercise and Payment.
An exercisable Option or Stock Appreciation Right may be exercised in whole or in
part. However, an Option or Stock Appreciation Right may not be exercisable with respect to fractional Shares and the Administrator may require that, by the terms of the Option or Stock Appreciation
Right, a partial exercise must be with respect to a minimum number of Shares. Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 7 shall be in
cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.
7.2
Exercise of Options and Stock Appreciation Rights after Termination of Service.
Unless otherwise determined
by the Administrator or set forth in an Award Agreement:
(a)
Termination by Death.
If an Awardee has a Termination of Service by reason of the Awardee's death, any
Option or Stock Appreciation Right held by the Awardee may thereafter be exercised by the Awardee's beneficiaries, to the extent exercisable, or on such accelerated basis as the Administrator may
determine, for a period ending on the earlier of (i) twelve (12) months (or such other period as the Administrator may specify in the applicable Award Agreement) from the date of death
and (ii) the Term Expiration Date thereof.
(b)
Termination by Reason of Disability.
If an Awardee has a Termination of Service by reason of the Awardee's
Disability, any Option or Stock Appreciation Right held by the Awardee may thereafter be exercised by the Awardee, to the extent it was exercisable immediately before the Termination of Service, or on
such accelerated basis as the Administrator may determine, for a period ending on the earlier of (i) 36 months (or such shorter period as the Administrator may specify in the applicable
Award Agreement) from the date of the Termination of Service and (ii) the Term Expiration Date thereof;
provided
,
however,
that if the Awardee dies
within the period, any unexercised Option or Stock Appreciation Right held by the Awardee shall, notwithstanding the
expiration of the period, continue to be exercisable by the Awardee's beneficiaries to the extent it was exercisable at the time of death for a period ending on the earlier of
(A) 12 months from the date of such death and (B) the Term Expiration Date thereof.
(c)
Termination by Reason of Retirement.
Subject to Section 6.5, if an Awardee that is an Employee or
Non-Employee Director has a Termination of Service by reason of such Awardee's Retirement, any Option or Stock Appreciation Right held by the Awardee may thereafter be exercised by the Awardee, to the
extent it was exercisable at the time of the Retirement, or on such accelerated basis as the Administrator may determine, as follows: (i) if the Awardee was, at Retirement, a Level 1
executive, for the period ending on the Term Expiration Date of the Option or Stock Appreciation Right; (ii) if the Awardee was, at Retirement, a Non-Employee Director or a Level 2
through Level 4 executive, for the period ending on the earlier of (A) sixty (60) months from the Retirement or (B) the Term Expiration Date of the Option or Stock
Appreciation Right; and (iii) in all other cases, for a period ending on the earlier of (A) 36 months from the Retirement or (B) the Term Expiration Date of the Option or
Stock Appreciation Right. The applicable level of any Awardee shall be determined by the Administrator in its sole discretion.
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(d)
Other Termination.
(i) If an Awardee incurs a Termination of Service for Cause, all
Options and Stock Appreciation Rights held by the Awardee shall terminate; and (ii) if an Awardee incurs a Termination of Service for any reason other than death, Disability, Retirement or for
Cause, any Option or Stock Appreciation Right held by the Awardee, to the extent then exercisable, or on such accelerated basis as the Administrator may determine, may be exercised for a period ending
on the earlier of (A) six months from the date of such Termination of Service or (B) the Term Expiration Date of the Option or Stock Appreciation Right;
provided
,
however,
that, notwithstanding the foregoing, if the Awardee dies within the period, any
unexercised Option or Stock Appreciation Right held by the Awardee shall continue to be exercisable by the Awardee's beneficiaries to the extent to which it was exercisable at the time of death for a
period
ending on the earlier of (x) 12 months from the date of such death or (y) the Term Expiration Date of such Option or Stock Appreciation Right.
7.3
Manner of Exercise.
Except as set forth in Section 7.3, all or a portion of an exercisable Option or
Stock Appreciation Right shall be deemed exercised upon delivery of all of the following to the stock plan administrator of the Company or such other person or entity designated by the Administrator,
as applicable:
(a) A
written, telephonic or electronic notice complying with the applicable rules established by the Administrator stating that the Option or Stock Appreciation Right, or a
portion thereof, is exercised. The notice shall be signed or otherwise acknowledged telephonically or electronically by the Awardee or other person entitled to exercise the Option or Stock
Appreciation Right or such portion thereof;
(b) Such
representations and documents as the Administrator or stock plan administrator, in their sole discretion, deems necessary or advisable to comply with Applicable
Law;
(c) In
the event that the Option or Stock Appreciation Right shall be exercised pursuant to Section 11.3 by any person or persons other than the Awardee, appropriate
proof of the right of such person or persons to exercise the Option or Stock Appreciation Right, as determined in the sole discretion of the Administrator or stock plan administrator; and
(d) Full
payment of the exercise price and applicable withholding taxes for the Shares with respect to which the Option or Stock Appreciation Right, or portion thereof, is
exercised, in a manner permitted by the Administrator in accordance with Sections 11.1 and 11.2.
7.4
Expiration of Option Term or SAR Term: Automatic Exercise of In-The-Money Options and Stock Appreciation Rights.
Unless otherwise provided by the Administrator in an Award Agreement or otherwise or as otherwise directed by an Option or Stock Appreciation Rights Awardee in writing to the Company,
each vested and exercisable Option and Stock Appreciation Right outstanding on the Automatic Exercise Date with an exercise price per Share that is at least $1.00 less than the Fair Market Value per
Share as of such date shall automatically and without further action by the Option or Stock Appreciation Rights Awardee or the Company be exercised on the Automatic Exercise Date. In the sole
discretion of the Administrator, payment of the exercise price of any such Option shall be made pursuant to Section 11.1(b) or 11.1(c) and the Company or any Subsidiary shall be entitled to
deduct or withhold an amount sufficient to satisfy all taxes associated with such exercise in accordance with Section 11.2. Unless otherwise determined by the Administrator, this
Section 7.4 shall not apply to an Option or Stock Appreciation Right if the Awardee of the Option or Stock Appreciation Right incurs a Termination of Service on or before the Automatic Exercise
Date. For the avoidance of doubt, no Option or Stock Appreciation Right with an exercise price per Share that is equal to or greater than an amount $0.99 less the Fair Market Value per Share on the
Automatic Exercise Date shall be exercised pursuant to this Section 7.4.
7.5
Notification Regarding Disposition.
The Awardee shall give the Company prompt written or electronic notice
of any disposition of Shares acquired by exercise of an Incentive Stock Option occurring within (a) two years from the date of grant (including the date the Option is modified, extended or
renewed for purposes of Section 424(h) of the Code), or (b) one year after the date of transfer of the Shares to the Awardee. The notice shall specify the date of the disposition
or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Awardee in the disposition or other transfer.
ARTICLE 8.
AWARD OF RESTRICTED STOCK
8.1
Award of Restricted Stock.
The Administrator is authorized to grant Restricted Stock to Eligible
Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award, of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan
or any applicable Program, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate. The Administrator shall establish the purchase price, if any, and form of
payment for Restricted Stock;
provided
,
however
, that if a purchase price is charged, the purchase price
shall be no less
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than
the par value, if any, of the Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Stock to
the extent required by Applicable Law.
8.2
Rights as Stockholders.
Subject to Section 8.4, upon issuance of Restricted Stock, the Awardee shall
have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said Shares, subject to the restrictions in the Plan, any applicable Program and/or the applicable
Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Shares to the extent the dividends and other distributions have a record date
that is on or after the date on which the Awardee becomes the record holder of such Restricted Stock;
provided
,
however
, that, in the sole discretion of
the Administrator, any dividends and distributions with respect to the Shares may be subject to the
restrictions set forth in Section 8.3. Without limiting the foregoing, except in connection with a spin-off or other similar event or as otherwise permitted in Section 13.2, dividends
that are paid prior to vesting of shares of Restricted Stock shall only be paid to the applicable Awardee to the extent that the vesting conditions are subsequently satisfied and the shares of
Restricted Stock vest.
8.3
Restrictions.
All shares of Restricted Stock (including any shares received by Awardees thereof with respect
to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to the restrictions and vesting requirements as the Administrator
shall provide in the applicable Program or Award Agreement, subject to Sections 3.3 and 5.3. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and
conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the terms of the applicable Program or Award
Agreement, subject to Sections 3.3 and 5.3.
8.4
Repurchase or Forfeiture of Restricted Stock.
Except as otherwise determined by the Administrator, if no
price was paid by the Awardee for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Awardee's rights in unvested Restricted Stock then subject to
restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration on the date of the Termination of Service. If a price was paid by the
Awardee for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Company shall have the right to repurchase from the Awardee the unvested Restricted Stock
then subject to restrictions at a cash price per share equal to the price paid by the Awardee for such Restricted Stock or such other amount as may be specified in the applicable Program or Award
Agreement. Notwithstanding the foregoing, except as otherwise provided by Sections 3.3 and 5.3, the Administrator, in its sole discretion, may provide that upon certain events, including,
without limitation, a Change in Control, the Awardee's death, Retirement or Disability or any other specified Termination of Service or any other event, the Awardee's rights in unvested Restricted
Stock then subject to restrictions shall not lapse, such Restricted Stock shall vest and cease to be forfeitable and, if applicable, the Company shall cease to have a right of repurchase.
8.5
Section 83(b) Election.
If an Awardee makes an election under Section 83(b) of the Code to be
taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Awardee would otherwise be taxable under
Section 83(a) of the Code, the Awardee shall deliver a copy of the election to the Company promptly after filing with the Internal Revenue Service, along with proof of timely filing.
ARTICLE 9.
AWARD OF RESTRICTED STOCK UNITS
9.1
Award of Restricted Stock Units.
The Administrator is authorized to grant Awards of Restricted Stock Units
to any Eligible Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.
9.2
Term.
Except as otherwise provided herein, the term of a Restricted Stock Unit award shall be set by the
Administrator in its sole discretion.
9.3
Purchase Price.
The Administrator shall specify the purchase price, if any, to be paid by the Awardee to the
Company with respect to any Restricted Stock Unit award;
provided
,
however
, that the value of the
consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.
9.4
Vesting of Restricted Stock Units.
At the time of grant, the Administrator shall specify the date or dates
on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation, vesting based upon
the Awardee's service to the Company or any Subsidiary, one or more Performance Criteria, Company performance, individual performance or other specific criteria, in each case on a specified date or
dates or over any period or periods, as determined by the Administrator, subject to Sections 3.3 and 5.3.
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9.5
Maturity and Payment.
At the time of grant, the Administrator shall specify the maturity date applicable to
each grant of Restricted Stock Units, which shall be no earlier than the vesting date or dates of the Award and may be determined
at the election of the Awardee (if permitted by the applicable Award Agreement and in compliance with Section 409A);
provided
that, except as
otherwise determined by the Administrator, and subject to compliance with Section 409A, in no event shall the maturity date relating to a Restricted Stock Unit occur following the later of
(a) the 15
th
day of the third month following the end of calendar year in which the applicable portion of the Restricted Stock Unit vests; or (b) the
15
th
day of the third month following the end of the Company's fiscal year in which the applicable portion of the Restricted Stock Unit vests. On the maturity date, the Company
shall, in accordance with the applicable Award Agreement and subject to Section 11.4(e), transfer to the Awardee one or more unrestricted, fully transferable Shares for each Restricted Stock
Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity
date or a combination of cash and Common Stock as determined by the Administrator.
9.6
Payment upon Termination of Service.
An Award of Restricted Stock Units shall only become vested while the
Awardee is an Employee or a Non-Employee Director, as applicable;
provided
,
however
, that the
Administrator, in its sole discretion (but subject to Sections 3.3 and 5.3), may provide (in an Award Agreement or otherwise) that a Restricted Stock Unit award may be paid subsequent to a
Termination of Service in certain events, including a Change in Control, the Awardee's death, Retirement or Disability or any other specified Termination of Service.
ARTICLE 10.
AWARD OF OTHER STOCK OR CASH BASED AWARDS AND DIVIDEND EQUIVALENTS
10.1
Other Stock or Cash Based Awards.
The Administrator is authorized to (a) grant Other Stock or Cash
Based Awards, including awards entitling an Awardee to receive Shares or cash to be delivered immediately or in the future, to any Eligible Individual and (b) determine whether such Other Stock
or Cash Based Awards shall be Performance-Based Compensation. Subject to the provisions of the Plan and any applicable Program, the Administrator shall determine the terms and conditions of each Other
Stock or Cash Based Award, including the term of the Award, any exercise or purchase price, performance goals, including the Performance Criteria, transfer restrictions, vesting conditions and other
terms and conditions applicable thereto, which shall be set forth in the applicable Award Agreement, subject to Sections 3.3 and 5.3. Other Stock or Cash Based Awards may be paid in cash,
Shares, or a combination of cash and Shares, as determined by the Administrator, and may be available as a form of payment in the settlement of other Awards granted under the Plan, as stand-alone
payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an Eligible Individual is otherwise entitled. Except in
connection with a spin-off or other similar event or as otherwise permitted under Section 13.2, dividends that are paid prior to vesting of any Other Stock or Cash Based Award shall only be
paid to the applicable Awardee to the extent that the vesting conditions are subsequently satisfied and the Other Stock or Cash Based Award vests.
10.2
Dividend Equivalents.
Dividend Equivalents may be granted by the Administrator, either alone or in tandem
with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to an Awardee
and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time
and subject to such restrictions and limitations as may be determined by the Administrator. In addition, except as otherwise permitted under Section 13.2, Dividend Equivalents with respect to
any Award shall only be paid out to the Awardee to the extent that the vesting conditions are satisfied
and the Award vests. Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.
ARTICLE 11.
ADDITIONAL TERMS OF AWARDS
11.1
Payment.
The Administrator shall determine the method or methods by which payments by any Awardee with
respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an
Award, Shares issuable pursuant to the exercise of the Award) held for any minimum period of time as may be established by the Administrator having a Fair Market Value on the date of delivery equal to
the aggregate payments required, (c) delivery of a written, telephonic or electronic notice that the Awardee has placed a market sell order with a broker acceptable to the Company with respect
to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the
aggregate payments required;
provided
that payment of the proceeds is then made to the Company upon settlement of the sale, (d) other form of
legal consideration acceptable to the Administrator in its sole
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discretion,
or (e) any combination of the above permitted forms of payment. Notwithstanding any other provision of the Plan to the contrary, no Awardee who is a Director or an "executive
officer" of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension
of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.
11.2
Tax Withholding.
The Company or any Subsidiary shall have the authority and the right to deduct or
withhold, or require an Awardee to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Awardee's FICA, employment tax or other social security
contribution obligation) required by law to be withheld with respect to any taxable event concerning an Awardee arising as a result of the Plan or any Award. The Administrator may, in its sole
discretion and in satisfaction of the foregoing requirement, or in satisfaction of such additional withholding obligations as an Awardee may have elected, allow an Awardee to satisfy such obligations
by any means described in Section 11.1, including, without limitation, by allowing the Awardee to elect to have the Company or any Subsidiary withhold Shares otherwise issuable under an Award
(or allow the surrender of Shares). The number of Shares so withheld or surrendered shall be no greater than the number of Shares which have a fair market value on the date of withholding or surrender
equal to the aggregate amount of such liabilities based on the maximum statutory withholding rates in the Awardee's applicable jurisdiction for applicable federal, state, local and foreign income and
payroll taxes. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code and other Applicable Law, for tax withholding obligations due in
connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding
obligation.
11.3
Transferability of Awards.
(a) Except
as otherwise provided in Sections 11.3(b):
(i) No
Award under the Plan may be sold, pledged, assigned or transferred in any manner other than (A) by will or the laws of descent and distribution or
(B) subject to the consent of the Administrator, pursuant to a DRO, unless and until the Award has been exercised or the Shares underlying the Award have been issued and all restrictions
applicable to the Shares have lapsed;
(ii) No
Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Awardee or the Awardee's successors in
interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until the Award has been exercised, or the
Shares underlying the Award have been issued, and all restrictions applicable to the Shares have lapsed, and any attempted disposition of an Award prior to satisfaction of these conditions shall be
null and void and of no effect, except to the extent that such disposition is permitted by Section 11.3(a)(i); and
(iii) During
the lifetime of the Awardee, only the Awardee may exercise any exercisable portion of an Award granted to the Awardee under the Plan, unless it has been
disposed of pursuant to a DRO. After the death of the Awardee, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the
applicable Program or Award Agreement, be exercised by the Awardee's personal representative or by any person empowered to do so under the deceased Awardee's will or under the then-applicable laws of
descent and distribution.
(b) Notwithstanding
Section 11.3(a), an Awardee may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Awardee and
to receive any distribution with respect to any Award upon the Awardee's death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject
to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Awardee and any additional restrictions deemed necessary or appropriate by the Administrator. If the
Awardee is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person other than the Awardee's spouse
or domestic partner, as applicable, as the Awardee's beneficiary with respect to more than 50% of the Awardee's interest in the Award shall not be effective without the prior written or electronic
consent of the Awardee's spouse or domestic partner. If no beneficiary has been designated or survives the Awardee, payment shall be made to the person entitled thereto pursuant to the Awardee's will
or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by an Awardee at any time;
provided
that the change or revocation is delivered in
writing to the Administrator prior to the Awardee's death.
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11.4
Conditions to Issuance of Shares.
(a) The
Administrator shall determine the methods by which Shares shall be delivered or deemed to be delivered to Awardees. Notwithstanding anything herein to the contrary,
the Company shall not be required to make any book entries evidencing Shares pursuant to the exercise of any Award unless and until the Administrator has determined, with
advice of counsel, that the issuance of such Shares is in compliance with Applicable Law and the Shares are covered by an effective registration statement or applicable exemption from registration. In
addition to the terms and conditions provided herein, the Administrator may require that an Awardee make such reasonable covenants, agreements and representations as the Administrator, in its sole
discretion, deems advisable in order to comply with Applicable Law.
(b) All
Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to
comply with Applicable Law. The Administrator may modify any book entry to reference restrictions applicable to the Shares (including, without limitation, restrictions applicable to Restricted Stock).
(c) The
Administrator shall have the right to require any Awardee to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of
any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.
(d) No
fractional Shares shall be issued and fractional Shares shall be eliminated by (i) rounding down, (ii) issuing the fractional Shares, only when added
with other fractional Shares, they constitute whole Shares, or (iii) such other manner as permitted by Applicable Law.
(e) Notwithstanding
any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company shall not deliver to any
Awardee certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan
administrator).
11.5
Forfeiture and Clawback Provisions.
In the case of fraud or other intentional misconduct on the part of an
Awardee (or any other event or circumstance set forth in any clawback policy implemented by the Company or any Subsidiary, including, without limitation, any clawback policy adopted to comply with the
requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder (including, without
limitation, any listing rules or standards resulting therefrom)) that necessitates a restatement of the Company's or any Subsidiary's financial results (including, without limitation, any accounting
restatement due to the material noncompliance with any financial reporting requirement), the Awardee will be required to reimburse the Company or a Subsidiary for any incentive compensation issued to
the Awardee under the Plan in excess of the amount that would have been issued based on the restated financial results, as determined by the Company or any Subsidiary pursuant to any applicable
clawback policy or otherwise.
11.6
Prohibition on Repricing.
Subject to Section 13.2, the Administrator shall not, without the approval
of the Company's stockholders, (a) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per Share, or (b) cancel any Option or Stock
Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per Share exceeds the Fair Market Value of the underlying Shares. Furthermore, for purposes
of this Section 11.6, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the terms of outstanding Awards may not be amended without the approval of the
Company's stockholders to reduce the exercise price per Share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other
Awards or Options or Stock Appreciation Rights with an exercise price per Share that is less than the exercise price per Share of the original Options or Stock Appreciation Rights.
11.7
Amendment of Awards.
Subject to Applicable Law, the Administrator may amend, modify or terminate any
outstanding Award, including, but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or settlement, and converting an Incentive Stock
Option to a Non-Qualified Stock Option. The Awardee's consent to such action shall be required unless (a) the Administrator determines that the action, taking into account any related action,
would not materially and adversely affect the Awardee, or (b) the change is otherwise permitted under the Plan (including, without limitation, under Section 13.2 or 13.10).
11.8
Data Privacy.
As a condition of receipt of any Award, each Awardee explicitly and unambiguously consents to
the collection, use and transfer, in electronic or other form, of personal data as described in this Section 11.8 by and among, as applicable, the Company and its Subsidiaries for the exclusive
purpose of implementing, administering and managing the
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Awardee's
participation in the Plan. The Company and its Subsidiaries may hold certain personal information about an Awardee, including, but not limited to, the Awardee's name, home address and
telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares of stock held in the Company or any of its
Subsidiaries, details of all Awards, in each case, for the purpose of implementing, managing and administering the Plan and Awards (the "
Data
"). The
Company and its Subsidiaries may transfer the Data amongst themselves as necessary to implement, administer and manage an Awardee's participation in the Plan, and the Company and its Subsidiaries may
each further transfer the Data to any third parties assisting the Company and its Subsidiaries in the implementation, administration and management of the Plan. These recipients may be located in the
Awardee's country, or elsewhere, and the Awardee's country may have different data privacy laws and protections than the recipients' country. Through acceptance of an Award, each Awardee authorizes
those recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Awardee's participation in the Plan, including any transfer of the Data as
may be required to a broker or other third party with whom the Company or any of its Subsidiaries or the Awardee may elect to deposit any Shares. The Data related to an Awardee will be held only as
long as is necessary to implement, administer, and manage the Awardee's participation in the Plan. An Awardee may, at any time, view the Data held by the Company with respect to the Awardee, request
additional information about the storage and processing of the Data with respect to the Awardee, recommend any necessary corrections to the Data with respect to the Awardee or refuse or withdraw the
consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel Awardee's ability to participate in the Plan and, in the
Administrator's discretion, the Awardee may forfeit any outstanding Awards if the Awardee refuses or withdraws the consent described herein. For more information on the consequences of refusal to
consent or withdrawal of consent, Awardees may contact their local human resources representative.
ARTICLE 12.
ADMINISTRATION
12.1
Administrator.
The Committee shall administer the Plan (except as otherwise permitted herein). To the
extent necessary to comply with Rule 16b-3 of the Exchange Act, and with respect to Awards that are intended to be Performance-Based Compensation, including Options and Stock Appreciation
Rights, the Committee shall take all action with respect to such Awards, and the individuals taking such action shall consist solely of two or more Non-Employee Directors, each of whom is intended to
qualify as both a "non-employee director" as defined by Rule 16b-3 of the Exchange Act or any successor rule and an "outside director" for purposes of Section 162(m) of the Code.
Additionally, to the extent required by Applicable Law, each of the individuals constituting the Committee shall be an "independent director" under the rules of any securities exchange or automated
quotation system on which the Shares are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the
Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 12.1 or the Organizational Documents. Notwithstanding
the foregoing, (i) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors
and, with respect to such Awards, the term "Administrator" as used in the Plan shall be deemed to refer to the Board and (ii) the Board or Committee may delegate its authority hereunder to the
extent permitted by Section 12.6.
12.2
Duties and Powers of Administrator.
It shall be the duty of the Administrator to administer the Plan in
accordance with its provisions. The Administrator shall have the power to interpret the Plan, all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and
application of the Plan and any Program as are not inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend the Plan or any Program or Award Agreement;
provided
that the
rights or obligations of the Awardee that is the subject of any such Program or Award Agreement are not materially and adversely
affected by such amendment, unless the consent of the Awardee is obtained or such amendment is otherwise permitted under the Plan (including, without limitation, under Section 13.2 or 13.10).
In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee in its capacity as the Administrator under the Plan except with respect
to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m) of the Code, or the rules of any securities exchange or automated quotation system on
which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.
12.3
Action by the Administrator.
Unless otherwise established by the Board, set forth in any Organizational
Documents or required by Applicable Law, a majority of the members of the Administrator shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is
present, and acts approved in writing by all members of the Administrator in lieu of a meeting, shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good
faith, rely or act upon any report or other information furnished to that member by any
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officer
or other employee of the Company or any Subsidiary, the Company's independent certified public accountants, or any executive compensation consultant or other professional retained by the
Company or the Administrator to assist with administering of the Plan.
12.4
Authority of Administrator.
Subject to the Organizational Documents, any specific designation in the Plan
and Applicable Law, the Administrator has the exclusive power, authority and sole discretion to:
(a) Designate
Eligible Individuals to receive Awards;
(b) Determine
the type or types of Awards to be granted to each Eligible Individual (including, without limitation, any Awards granted in tandem with another Award granted
pursuant to the Plan);
(c) Determine
the number of Awards to be granted and the number of Shares to which an Award will relate;
(d) Determine
the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase price, any
Performance Criteria or performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an
Award, and accelerations or waivers thereof, and any provisions related to non-competition and clawback and recapture of gain on an Award, based in each case on such considerations as the
Administrator in its sole discretion determines;
(e) Determine
whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, other Awards,
or other property, or an Award may be canceled, forfeited, or surrendered;
(f) Prescribe
the form of each Award Agreement, which need not be identical for each Awardee;
(g) Decide
all other matters that must be determined in connection with an Award;
(h) Establish,
adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan;
(i) Interpret
the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;
(j) Make
all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan; and
(k) Accelerate
wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award pursuant to any terms and
conditions it selects, subject to Sections 3.3, 5.3 and 13.2.
12.5
Decisions Binding.
The Administrator's interpretation of, and all decisions and determinations with respect
to, the Plan, any Awards granted pursuant to the Plan, any Program or any Award Agreement are final, binding and conclusive on all persons.
12.6
Delegation of Authority.
The Board or Committee may from time to time delegate to a committee of one or
more members of the Board or the Committee or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 12;
provided
,
however
, that in no event shall an officer of the Company be delegated the authority to grant
Awards to, or amend Awards held by, the following
individuals: (a) individuals who are subject to Section 16 of the Exchange Act, (b) Covered Employees with respect to Awards intended to constitute Performance Based Compensation,
or (c) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder;
provided
,
further
, that any
delegation of administrative authority shall only be permitted to the extent it is permissible under any Organizational Documents and
Applicable Law (including, without limitation, Section 162(m) of the Code). Any delegation shall be subject to the restrictions and limits that the Board or Committee specifies at the time of
the delegation or that are otherwise included in the applicable Organizational Documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new
delegatee. At all times, the delegatee appointed under this Section 12.6 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the
Committee may abolish any committee at any time and re-vest in itself any previously delegated authority.
ARTICLE 13.
MISCELLANEOUS PROVISIONS
13.1
Amendment, Suspension or Termination of the Plan.
(a) Except
as otherwise provided in Section 13.1(b), the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time by the
Board;
provided
that, except as provided in Section 11.7 and
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Section 13.10,
no amendment, suspension or termination of the Plan shall, without the consent of the Awardee, materially and adversely affect any rights or obligations under any Award
previously granted or awarded, unless the Award itself expressly provides otherwise.
(b) Notwithstanding
Section 13.1(a), the Board may not, except as provided in Section 13.2, take any of the following actions without approval of the Company's
stockholders given within twelve (12) months before or after such action: (i) increase the limit imposed in Section 3.1 on the maximum number of Shares that may be issued under
the Plan or the Award Limit, (ii) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan or take any action prohibited under
Section 11.6, or (iii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 11.6.
(c) No
Awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything herein to the contrary, in no event
may any Award be granted under the Plan after the tenth (10
th
) anniversary of the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the
Plan was approved by the Company's stockholders (such anniversary, the "
Expiration Date
"). Any Awards that are outstanding on the Expiration Date shall
remain in force according to the terms of the Plan, the applicable Program and the applicable Award Agreement.
13.2
Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate
Events.
(a) In
the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of
Company assets to stockholders, or any other change affecting the shares of the Company's stock or the share price of the Company's stock other than an Equity Restructuring, the Administrator may make
equitable adjustments, if any, to reflect such change with respect to: (i) the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments
of the limitations in Section 3.1 on the maximum number and kind of Shares that may be issued under the Plan, adjustments of the Award Limit and adjustments of the manner in which Shares
subject to Full Value Awards will be counted); (ii) the number and kind of Shares (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any
outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); (iv) the grant or exercise price per share for any outstanding Awards
under the Plan; and (v) the number and kind of Shares (or other securities or property) for which automatic grants are subsequently to be made to new and continuing Non-Employee Directors
pursuant to the Non-Employee Director Equity Compensation Program as described in Section 4.6, if any. Any adjustment affecting an Award intended as Performance-Based Compensation shall be made
consistent with the requirements of Section 162(m) of the Code unless otherwise determined by the Administrator.
(b) In
the event of any transaction or event described in Section 13.2(a) or any unusual or nonrecurring transactions or events affecting the Company, any Subsidiary
of the Company, or the financial statements of the Company or any Subsidiary, or of changes in Applicable Law or Applicable Accounting Standards, the Administrator, in its sole discretion,
and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take any one
or more of the following actions whenever the Administrator determines that such action is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events, or to give effect to such changes in Applicable Law or Applicable Accounting Standards:
(i) To
provide for the termination of any such Award in exchange for an amount of cash and/or other property with a value equal to the amount that would have been attained
upon the exercise of such Award or realization of the Awardee's rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this
Section 13.2 the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Awardee's rights, then such Award may be
terminated by the Company without payment);
(ii) To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options,
rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable
exercise or purchase price, in all cases, as determined by the Administrator;
(iii) To
make adjustments in the number and type of Shares of the Company's stock (or other securities or property) subject to such Award, and/or in the terms and conditions
of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future;
Avery Dennison Corporation
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2017 Proxy
Statement
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Table of Contents
(iv) To
provide that such Award shall be exercisable or payable or fully vested with respect to all Shares (or other property) covered thereby, notwithstanding anything to
the contrary in the Plan or the applicable Program or Award Agreement;
(v) To
replace such Award with other rights or property selected by the Administrator; and/or
(vi) To
provide that the Award cannot vest, be exercised or become payable after such event.
(c) In
connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 13.2(a) and 13.2(b):
(i) The
number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted (and the
adjustments provided under this Section 13.2(c)(i) shall be nondiscretionary and shall be final and binding on the affected Awardee and the Company); and/or
(ii) The
Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate to reflect the Equity Restructuring
with respect to the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitation in Section 3.1 on the maximum number and
kind of Shares which may be issued under the Plan, adjustments of the Award Limit, and adjustments of the manner in which Shares subject to Full Value Awards will be counted).
(d) In
the event an Award continues in effect or is assumed or an equivalent Award substituted in connection with a Change in Control, and an Awardee incurs a Termination of
Service without Cause upon or within twenty-four (24) months following the Change in Control, then (i) the Awardee shall be fully vested in such continued, assumed or substituted Award
(for purposes of any performance-based awards, based on actual performance or, if actual performance cannot be determined at the time of the Termination of Service because the performance period has
not ended or otherwise, target performance) and (ii) if such continued, assumed or substituted Award is an Option or Stock Appreciation Right, then such continued, assumed or substituted Option
or Stock Appreciation Right shall remain exercisable until its respective Term Expiration Date.
(e) In
the event that the successor corporation in a Change in Control does not agree to assume or substitute for an Award (or any portion thereof) in the relevant
transaction agreement or otherwise, the Administrator may, prior to the consummation of such Change in Control, cause (i) any or all of such Award (or portion thereof) to terminate in exchange
for cash, rights or other property pursuant to Section 13.2(b)(i) or (ii) any or all of such Award (or portion thereof) to become fully exercisable prior to the consummation of such
Change in Control and all forfeiture restrictions on any or all of such Award to lapse. If any such Award is exercisable in lieu of assumption or substitution in the event of a Change in Control, the
Administrator shall notify the Awardee that such Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in
Control, and such Award shall terminate upon the expiration of that period.
(f) For
the purposes of this Section 13.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or
receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by
holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares);
provided
,
however
, that if such consideration received in the
Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per-share
consideration received by holders of Common Stock in the Change in Control.
(g) The
Administrator, in its sole discretion, may include such further provisions and limitations on any Award pursuant to the related Award Agreement or otherwise, as it
may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.
(h) Unless
otherwise determined by the Administrator, no adjustment or action described in this Section 13.2 or in any other provision of the Plan shall be authorized
to the extent it would (i) with respect to Awards that are granted to Covered Employees and are intended to qualify as Performance-Based Compensation, cause such Awards to fail to so qualify as
Performance-Based Compensation, (ii) cause the Plan to violate Section 422(b)(1) of the Code, (iii) result in short-swing profits liability under Section 16 of the Exchange
Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act, or (iv) cause an Award to fail to be exempt from or comply with Section 409A.
Avery Dennison Corporation
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Table of Contents
(i) The
existence of the Plan, any Program, any Award Agreement and/or the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company
or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation
of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common
Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
(j) In
the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash
dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price of the Common Stock, including any Equity Restructuring, for reasons of administrative
convenience, the Administrator, in its sole discretion, may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such
transaction.
13.3
Approval of Plan by Stockholders.
The Plan shall be submitted for the approval of the Company's
stockholders within twelve (12) months after the Board adopts Plan.
13.4
No Stockholders Rights.
Except as otherwise provided herein or in an applicable Program or Award Agreement,
an Awardee shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Awardee becomes the record owner of such Shares.
13.5
Paperless Administration.
In the event that the Company establishes, for itself or using the services of a
third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation,
granting or exercise of Awards by an Awardee may be permitted through the use of such an automated system.
13.6
Effect of Plan upon Other Compensation Plans.
The adoption of the Plan shall not affect any other
compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to establish any
other forms of incentives or compensation for Employees or Directors, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper
corporate purpose including, without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or
assets of any corporation, partnership, limited liability company, firm or association.
13.7
Compliance with Laws.
The Plan, the granting and vesting of Awards under the Plan and the issuance and
delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law (including, but not limited to, state, federal
and foreign securities law and margin requirements), and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or
advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring the securities shall, if requested by the Company, provide
such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable Law. The Administrator, in its sole discretion, may take
whatever actions it deems necessary or appropriate to effect compliance with Applicable Law, including, without limitation, issuing stop-transfer notices to agents and registrars. Notwithstanding
anything to the contrary herein, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law. To the extent permitted by Applicable Law, the
Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.
13.8
Titles and Headings, References to Sections of the Code or Exchange Act.
The titles and headings of the
Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than the titles or headings, shall control. References to sections of the
Code or the Exchange Act shall include any amendment or successor thereto.
13.9
Governing Law.
The Plan and any Programs and Award Agreements hereunder shall be administered, interpreted
and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.
13.10
Section 409A.
To the extent that the Administrator determines that any Award granted under the Plan
is subject to Section 409A, the Plan, the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by
Section 409A. In that regard, to the extent any Award under the Plan or any other compensatory plan or arrangement of the Company or any of its Subsidiaries is subject to Section 409A,
and
Avery Dennison Corporation
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Table of Contents
such
Award or other amount is payable on account of an Awardee's Termination of Service (or any similarly defined term), then (a) such Award or amount shall only be paid to the extent the
Termination of Service qualifies as a "separation from service" as defined in Section 409A, and (b) if such Award or amount is payable to a "specified employee" as defined in
Section 409A then to the extent required in order to avoid a prohibited distribution under Section 409A, such Award or other compensatory payment shall not be payable prior to the
earlier of (i) the expiration of the six-month period measured from the date of the Awardee's Termination of Service, or (ii) the date of the Awardee's death. To the extent applicable,
the Plan, the Program and any Award Agreements shall be interpreted in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the event that following the
Effective Date the Administrator determines that any Award may be subject to Section 409A, the Administrator may (but is not obligated to), without an Awardee's consent, adopt such amendments
to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions,
that the Administrator determines are necessary or appropriate to (A) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect
to the Award, or (B) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under Section 409A. The Company makes no representations
or warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under this Section 13.10 or otherwise to take any action (whether
or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to any Awardee or any other person if
any Award, compensation or other benefits under the Plan are determined to constitute non-compliant, "nonqualified deferred compensation" subject to the imposition of taxes, penalties and/or interest
under Section 409A.
13.11
Unfunded Status of Awards.
The Plan is intended to be an "unfunded" plan for incentive compensation. With
respect to any payments not yet made to an Awardee pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give the Awardee any rights that are greater than those
of a general creditor of the Company or any Subsidiary.
13.12
Indemnification.
To the extent permitted under Applicable Law and the Organizational Documents, each
member of the Administrator shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to
the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her;
provided
he or she gives the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend
it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Organizational
Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
13.13
Relationship to Other Benefits.
No payment pursuant to the Plan shall be taken into account in determining
any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided
in writing in such other plan or an agreement thereunder.
13.14
Expenses.
The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.
Avery Dennison Corporation
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2017 Proxy
Statement
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B-21
AVERY DENNISON CORPORATION
C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.
P.O. BOX 1342
BRENTWOOD, NY 11717
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VOTE
BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE
BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE
BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E16720-P85630
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KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY
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AVERY DENNISON CORPORATION
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The Board of Directors recommends you vote FOR the
following nominees:
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1.
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Election of Directors
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For
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Against
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Abstain
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The Board of Directors recommends you vote FOR proposal 2.
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For
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Against
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Abstain
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1a.
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Bradley Alford
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2.
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Approval, on an advisory basis, of our executive compensation.
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1b.
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Anthony Anderson
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The Board of Directors recommends you vote 1 YEAR on proposal 3.
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1 Year
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2 Years
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3 Years
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Abstain
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1c.
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Peter Barker
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3.
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Approval, on an advisory basis, of the frequency of the advisory vote to approve executive compensation.
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1d.
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Mitchell Butier
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The Board of Directors recommends you vote FOR proposals 4 and 5.
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For
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Against
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Abstain
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1e.
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Ken Hicks
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4.
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Approval of the 2017 Incentive Award Plan.
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1f.
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Andres Lopez
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5.
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Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2017.
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1g.
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David Pyott
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1h.
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Dean Scarborough
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NOTE:
Such other business as may properly come before the meeting or any adjournment thereof.
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1i.
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Patrick Siewert
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1j.
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Julia Stewart
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1k.
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Martha Sullivan
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For address change/comments, mark here.
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(see reverse for instructions)
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Please indicate if you plan to attend this meeting
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Yes
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No
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at
www.proxyvote.com
.
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E16721-P85630
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AVERY DENNISON CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 2017
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Susan Miller and Vikas Arora, or each of them, with full power of substitution, proxies for the undersigned to act and vote at the 2017 Annual Meeting of Stockholders of Avery Dennison Corporation and at any adjournment or postponement thereof as indicated upon the matters set forth on the reverse side and described in the proxy statement for the meeting, and, in their discretion, upon any other matters that may properly come before the meeting. This card provides voting instructions, as applicable, to (i) the appointed proxies for shares held of record by the undersigned, including those held under the Companys Direct Share Purchase and Sale Program, and (ii) the Trustee for shares held on behalf of the undersigned in the Companys Employee Savings Plan.
IF NO OTHER INDICATION IS MADE, THE PROXIES SHALL VOTE FOR THE ELECTION OF ALL DIRECTOR NOMINEES, FOR PROPOSALS 2, 4 AND 5, AND FOR 1 YEAR FOR PROPOSAL 3.
Consistent with its fiduciary duties under the Employee Retirement Income Security Act of 1974, as amended, Fidelity Management Trust Company, as Trustee of the Avery Dennison Corporation Employee Savings Plan, will vote shares of Company stock for which timely instructions are not received and shares of Company stock that have not been allocated to the account of any participant in the same proportion in which allocated shares of Company stock are voted by participants who timely furnish voting instructions. The card must be received no later than 5:00 p.m. Eastern Time on April 24, 2017, and telephone and Internet votes must be completed by 11:59 p.m. on the same day.
Your voting instructions are confidential and may not be revealed to anyone, except as required by law.
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Address change/comments:
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(If you noted any address changes and/or comments above, please mark corresponding box on the reverse side.)
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Continued and to be signed on reverse side
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Avery Dennison (NYSE:AVY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Avery Dennison (NYSE:AVY)
Historical Stock Chart
From Apr 2023 to Apr 2024