Internationalist Plan. In addition to the Final Average Earnings Formula described above, Mr. Mannix participated in the Company’s Internationalist Plan, which is unfunded. Internationalist Plan benefits for Mr. Mannix were computed by multiplying his Final Average Earnings (the average of his five highest consecutive annual earnings during the ten years prior to his termination of employment) by a number which is 1.7% of his actual years of service.

 

Mr. Mannix’s benefits under the Internationalist Plan were offset by benefits payable to him under the Energizer Holdings, Inc. Retirement Plan, the supplemental retirement plan, and the Superannuation Plan. Mr. Mannix’s benefit, payable under the Superannuation Plan as a single sum payment, was computed by multiplying his Final Average Base Earnings (the average of his five highest consecutive base annual earnings during the ten years prior to his termination of employment) by a number which is 15% of his actual years of service. Based upon prevailing long term bond rates, this single sum amount was then converted to an equivalent annuity payable to Mr. Mannix, with that annuity being used to offset the benefits payable under the other Company retirement plans. The actual amount of each pension plan’s offset was determined by Mr. Mannix’s age and years of service at his retirement.

 

As of his August 1, 2004 retirement date, Mr. Mannix was eligible to commence receipt of a monthly benefit of $5,243.61 payable from the Internationalist Plan. This monthly amount would have been payable to Mr. Mannix over his lifetime with the first 60 monthly payments guaranteed to be made to him or to his beneficiaries in the event of his death during that 60 month period. In lieu of this annuity amount, Mr. Mannix opted to receive a lump sum distribution of the total value of this benefit. This lump sum amount was measured as of his October 1, 2004 distribution date to be $836,637.71 using the discount rate and mortality assumptions applicable as of his retirement date in determining benefits payable from the Energizer qualified pension plan (respectively, 5.3% and the IRS 2002 unisex mortality table).

 

 

To the extent that each of the Named Executive Officers has elected to contribute compensation on an after-tax basis to the Company-sponsored Savings Investment Plan (SIP), a matching single sum amount is credited to a nominal account balance established for each individual in the Retirement Plan. The single sum amount credited to the individual's account each year is equal to 325% of the first 1% of pay (up to a certain limit imposed on pay by the Internal Revenue Code) contributed by the individual to the SIP on an after-tax basis. The amounts so credited each year to the nominal account are further annually credited each plan year with interest at a rate equal to the average 30-year U.S. Treasury bond rate in effect during the August preceding the October 1 beginning of each plan year. These nominal accounts may be received by the participant, upon termination of employment, in the form of a lump sum or an equivalent annuity. A participant vests in this benefit at the rate of 25% per year for the first four years of employment, with the PensionPlus Match Account being 100% vested after four years. For fiscal year 2004, the following amounts were accrued in the PensionPlus Match Accounts of the Named Executive Officers. To the extent a Named Executive Officer’s compensation or benefits exceed certain limits imposed by the Internal Revenue Code of 1986, as amended, amounts below also include benefits payable from the unfunded Executive Savings Investment Plan. 

 

l	Mr. Mulcahy: $32,500

l	Mr. Mannix: $5,850

l	Mr. Klein: $25,041

l	Mr. Lynch: $10,598

l	Mr. McClanathan: $12,161

l	Mr. Sescleifer: $17,038

 

Under the terms of the Stock and Asset Purchase Agreement between the Company and Pfizer, Inc., until April 1, 2005, each U.S. employee of the Schick-Wilkinson Sword business formerly employed by Pfizer, including Mr. Lynch, will receive an additional accrual in his or her PensionPlus Match Account equal to 3.5% of his or her pay.

 

For the purpose of calculating retirement benefits, the Named Executive Officers had, as of September 30, 2004, the following whole years of credited service: Messrs. Mulcahy-36 years; Lynch-9 years (including years of service with Pfizer, Inc.); Klein-25 years; McClanathan-29 years; and Sescleifer-3 years. Earnings used in calculating benefits (other than the PensionPlus Match Account) under the retirement plans are approximately equal to amounts included in the Salary and Bonus columns in the Summary Compensation Table on page 15.

 

 

The Company maintains, at no cost to the participants, an unfunded Executive Retiree Life Plan to provide supplemental benefits to certain key members of management, generally at the level of division vice president and above. The Plan provides a death benefit, after retirement of the participant, to his or her named beneficiary in an amount equal, on an after-tax basis, to 50% of the participant’s last full year’s salary and bonus prior to retirement. To be eligible for the benefit, a participant must, at the time of retirement, meet certain conditions, including (1) being enrolled in the Company’s voluntary Group Life Insurance Plan, which is available to almost all non-union administrative and production employees in the United States, with coverage of at least one times earnings; and (2) being age 55 with at least two years of service, or having a combination of age and years of service equal to at least 80. Messrs. Mannix, McClanathan, Lynch and Sescleifer participated in the voluntary Group Life Insurance Plan, at the required coverage level, during fiscal year 2004.

 

The Company has entered into Change of Control Employment Agreements with each of the Named Executive Officers. (Mr. Mannix’ agreement terminated upon his retirement.) The Agreements have a term of three years from their effective date (which will be automatically extended every year for an additional three year term unless the Company terminates the Agreements at least 90 days prior to renewal), and provide that the Officers will receive severance compensation in the event of their involuntary termination (including constructive termination), other than for cause, within three years following a change in control of the Company. A change of control is generally defined as the acquisition of 20% or more of the outstanding shares of the Company’s Common Stock. A change of control will also occur if the initial directors of the Company, or their recommended or appointed successors, fail to constitute a majority of the board, or if the Company’s stockholders approve a merger, consolidation or sale of all or substantially all of the assets of the Company.

The severance compensation payable under the Agreements consists of:

l	a lump sum payment in an amount equal to 3 times the Officer’s annual base salary and target bonus;

l	the difference between the Officer’s actual benefits under the Company’s various retirement plans at the time of termination and what the Officer would have received if he or she had remained employed for an additional period of three years; and

l	the continuation of other executive health, dental and welfare benefits for a period of three years following the Officer’s termination.

No payments would be made in the event that the termination is voluntary, is due to death, disability or normal retirement, or is for cause.

In the event that it is determined that a “golden parachute" excise tax is due under the Internal Revenue Code, the Company will reimburse the Officer for the amount of such tax, including any excise or income taxes associated with such reimbursement.

 

The stock options and restricted stock equivalent awards which have been granted to employees and directors, including the Named Executive Officers, under the Company's 2000 Incentive Stock Plan, provide for acceleration of vesting in the event of a change in control of the Company.

As of the date of this Proxy Statement, the Company has not entered into any severance arrangements with Mr. Mulcahy; the Nominating and Executive Compensation Committee will consider whether such arrangements are appropriate at its January meeting, and, if so, will make recommendations to the Board at that time. However, the Committee has determined that Mr. Mulcahy’s contingent bonus opportunity created in fiscal year 2004 under the Company’s Annual and Long-Term Bonus Program will become payable to him after the end of fiscal year 2005, but only if financial targets for that fiscal year are achieved by the Company, consistent with the Program.

The Company and Patrick Mannix entered into an Employment Agreement and General Release under which Mr. Mannix agreed to resign as an officer of the Company as of March 31, 2004, but to continue to remain employed, in an advisory capacity, until July 31, 2004. Under the agreement, he was paid his salary at the time of his resignation as an officer throughout the remaining period of his employment, and continued to participate in benefit plans offered to other salaried employees and executives. He also received a bonus payment of $288,000, in payment of the contingent bonus opportunity created in fiscal year 2003 under the terms of the Company’s Annual and Long-Term Bonus Program, a bonus payment of $374,400, in payment of his prorated fiscal year 2004 annual bonus, and an additional bonus payment of $330,000. His salary payments in 2004, as well as the bonuses described above, were included in calculating his average annual earnings for purposes of the determination of his pension payments under the Company’s Supplemental Executive Retirement Plan and the Internationalist Retirement Plan. In addition, in accordance with the Company’s relocation program, the Company will reimburse Mr. Mannix for reasonable expenses related to the relocation of him and his family, household possessions and office furniture from St. Louis, Missouri to Sydney, Australia, and he will also be reimbursed for any taxes associated with such payments.

In connection with the employment of Joseph E. Lynch at the time of the acquisition of the Schick-Wilkinson Sword business, it was agreed that in the event he is terminated within two years following that acquisition, he will be granted relocation benefits (capped at $200,000), and he will be entitled to retiree benefits under the Company’s executive health plan, notwithstanding the provisions of that plan that deny such benefits if the executive is not age 55 with at least two years of service at the time of termination.

 

The Nominating and Executive Compensation Committee (the "Committee") is responsible for oversight of the Company’s executive compensation and benefit policies to ensure that they provide the appropriate motivation to achieve superior corporate performance and shareholder value. It approves direct and indirect compensation of executive officers and administers and makes awards under the Company’s 2000 Incentive Stock Plan. The Committee is composed entirely of independent, non-employee directors, consistent with New York Stock Exchange listing standards and the Company’s Corporate Governance Principles.

The overall objective of the Company’s compensation philosophy is to reward management based upon its success in building shareholder value. The Company's executive compensation program is designed to provide a compensation package that, in the aggregate, will enable the Company to attract and retain highly talented executives and maintain a performance-oriented culture. In addition, the compensation program is designed to emphasize stock-based and/or performance target-based incentive compensation in order to link compensation much more directly to the performance of the Company. The compensation program is intended to be one of “high risk/high opportunity” - with base salaries set below competitive levels, but with incentive programs providing an opportunity to achieve total compensation considerably above average, if exceptional performance is delivered. Compensation packages are weighted toward programs that are contingent upon the Company’s performance and the performance of the Common Stock. Compensation incentives have taken the form of annual bonuses based on performance targets for the Company as well as individual assessments, coupled with longer-term incentives designed to drive consistent growth over a multiple-year period. The Company also utilizes long-term stock-based incentives designed to encourage Company stock ownership by executives and a managerial perspective that is in alignment with shareholders’ interests.

In determining competitive pay standards, the Committee received advice from compensation consultants at Hewitt Associates LLC, an independent consultant retained by the Committee, which, as part of its normal operations, regularly conducts external market studies for selected benchmark executive positions. At the request of the Committee, Hewitt, assisted by management, selected, as a comparator, a peer group of over twenty U.S.-based corporations of similar size with which the Company may compete in recruiting executive talent. The comparator group which was selected has been approved by the Chairman of the Committee and identified to the members of the Committee. Corporations in the group include, but are not limited to, corporations included in the comparison indices set forth in the Performance Graph on page 31 of this Proxy Statement.

The base salary component of the compensation package for the executive officers is targeted at a level below median for comparable executive positions at the comparator companies, generally up to 15% below the 50^th percentile for those companies. The Committee establishes the salaries of key executive officers based on recommendations of the Chief Executive Officer and the Company’s Vice President, Human Resources, which are reviewed by the Committee’s consultant. These recommendations include an assessment of the individual's responsibilities, experience, individual performance and contribution to the Company's performance, and also generally take into account compensation data from other companies as described above, historical compensation levels at the Company, and the competitive environment for attracting and retaining executives. In light of these considerations, the Company’s continuing improvement in financial performance during fiscal year 2004, and the recommendations of the Committee’s consultant, the Committee has elected to increase the salaries of the executive officers (other than Mr. Mulcahy and Mr. Klein) for fiscal year 2005, as it did for the previous fiscal year.

A discussion of the Committee’s decisions regarding Mr. Mulcahy’s and Mr. Klein’s annual salaries is set forth below. Salary compensation for the Named Executive Officers is set forth in the Summary Compensation Table on page 15. Mr. Stiritz did not receive a salary or an annual cash bonus as compensation for his services as Chairman of the Management Strategy and Finance Committee, but instead, as noted on page 9 of this Proxy Statement, shortly following the Company’s spin-off from Ralston Purina Company, he was granted a significant stock option grant and restricted stock equivalent award. In addition, he is permitted use of Company aircraft for personal travel and is reimbursed for taxes associated with such personal use, and such reimbursement, as is Mr. Mulcahy.

Beginning in fiscal year 2003, the Company initiated an annual and long-term cash bonus award program, with an annual component focusing primarily on the attainment of corporate earnings goals for the fiscal year, as well as on the personal performance of each executive, and a long-term component designed to reward consistent growth in earnings performance from year to year.

The annual component of the program provides that each executive officer has an opportunity to earn from 50% to 165% of his or her individual bonus target (which is a percentage of his or her individual annual base salary) based upon (1) the achievement of targeted increases in the Company’s earnings per share (comprising 70% of the total award), and (2) the executive’s individual performance (comprising 30% of the total award). Target and stretch goals for the Company performance portion are approved by the Committee at the beginning of each fiscal year. The Company performance portion will not, under the program, be paid unless earnings per share for the current fiscal year meet or exceed the results for the previous fiscal year, but will ratchet up if higher targets are achieved (with maximum payout upon achievement of a stretch goal). However, for Messrs. McClanathan and Lynch, in order to align their compensation more closely to the success of the individual business units which they direct, 50% of the Company performance portion is based upon Company-wide earnings per share targets, and 50% is based upon operating profit targets for their individual business units. In fiscal year 2004, the Company did, in fact, achieve its stretch goal for earnings per share, mandating maximum payout for the Company performance portion of the annual component of the program.

The individual performance portion for each executive is rated based on a subjective assessment of factors including organizational and management development, technical skills, execution of strategic plans, and overall quality of performance. The Committee’s assessment of the performance of the executive officers, other than Mr. Mulcahy, during this period was based upon a recommendation from Mr. Mulcahy and the Company’s Vice President, Human Resources. The Committee, after considering Mr. Mulcahy’s efforts versus focal points established at the beginning of the fiscal year, as well as a recommendation which it sought from the Chairman of the Board, subjectively evaluated Mr. Mulcahy’s performance during the past fiscal year.

The long-term component of the bonus program provides that an opportunity for an additional bonus ranging from 25% to 100% of the individual’s bonus target is created if the Company’s budgeted earnings per share for the current fiscal year is met or exceeded during that fiscal year. However, in order to drive consistent earnings growth, payout of the long-term bonus component will occur only if the Company’s actual earnings per share for that fiscal year are met or exceeded during the next fiscal year. The actual percentage of an individual’s bonus target to be paid as the long-term component will depend upon the Company’s performance in that next fiscal year relative to various targets at or above the initial threshold (which targets are approved by the Committee at the beginning of each fiscal year). The Company’s actual 2004 earnings per share did, in fact, exceed budgeted earnings per share for that year, so a long-term opportunity has been created; however, any actual bonus payout will depend upon fiscal year 2005 results. A similar bonus opportunity was created for fiscal year 2003, and because earnings per share for fiscal year 2004 exceeded earnings for 2003, as well as targets for 2004, the participating individuals received 100% of the bonus opportunity created during fiscal year 2003. For fiscal year 2005, the Committee has elected to continue to utilize an executive bonus program with a focus on both annual performance and consistent growth in earnings per share from year to year. Details of the potential long-term bonus opportunities for the Named Executive Officers under the bonus programs for fiscal years 2004 and 2005 are set forth on page 18 of this Proxy Statement, and the actual long-term payouts of the bonus opportunities created in fiscal year 2003 are included under Long-Term Compensation in the Summary Compensation Table on page 15 of this Proxy Statement.

It is contemplated that a similar bonus program design, with additional cash incentives for consistent earnings growth, will continue to be utilized in future years.

The Committee exercises its discretion in determining whether to permit eligible employees, including Executive Officers, to defer payment of their cash bonus or other cash compensation under the terms of the Deferred Compensation Plan. The terms of that Plan may include, in any particular year, an additional Company match on deferrals in the Energizer Common Stock Unit Fund of the Plan. Deferrals into the Energizer Common Stock Unit Fund of all or part of cash bonuses earned in fiscal year 2004 (both annual and long-term components) will be credited with a 25% Company match which is subject to certain vesting requirements. The Committee believes that this provision of the Plan further aligns the executive's interests with those of shareholders of the Company by encouraging an investment in Company stock equivalents. It also adds a retention feature through the vesting requirements. Deferrals mandated by the Committee in order to preserve the deductibility of compensation pursuant to Section 162(m) of the IRS Code, however, are not credited with an additional match.

Under the Company’s 2000 Incentive Stock Plan, stock-based incentive awards, including stock options and restricted stock awards, may be granted from time to time. In general, the Committee bases its decisions to grant stock-based incentives on recommendations of management and the Committee’s independent consultant, with the intention of keeping the executives’ overall compensation, including the equity component of that compensation, at a competitive level with the Company’s comparator group. The Committee also considers the number of shares of Common Stock outstanding, the number of shares of Common Stock authorized under the 2000 Incentive Stock Plan, the number of options and shares of restricted Common Stock (or equivalents) held by the executive for whom an award is being considered and the other elements of the executive's compensation, as well as the Company's compensation objectives and policies described above. As with the determination of base salaries and bonus awards, the Committee exercises subjective judgment and discretion in view of the above criteria; however, the Committee and management have agreed that the number of stock-based incentive awards granted per year, as a percentage of the Company’s outstanding shares, will not exceed the market rate for equity grants among the comparator companies.

Stock options granted by the Committee entitle the recipient to purchase a specified number of shares of the Company's Common Stock, after certain vesting provisions have been met, at an option price which is equal to the fair market value of the Common Stock at the time of grant. They provide executives with an opportunity to buy and maintain an equity interest in the Company, while linking the executive's compensation directly to shareholder value, since the executive receives no benefit from the option unless all shareholders have benefited from an appreciation in the value of the Company's Common Stock. In addition, since the options "vest" serially, generally in three to five segments over a period of three to five years after the date of grant, they function as a retention device while encouraging the executive to take a longer-term view about decisions impacting the Company.

Restricted stock awards consist of grants of the Company's Common Stock, or stock equivalents convertible into shares of Common Stock, subject to certain restrictions. The restricted shares may not be sold, pledged or otherwise transferred until the restrictions lapse. Restricted stock awards further the goal of retaining key executives by encouraging stock ownership and linking executive performance with shareholder value.

Shortly following the Company’s spin-off from Ralston Purina Company, the Board approved the grant to key executives of one-time options which were significantly larger than average annual grants for peer companies, in order to immediately align the interests of senior management with those of shareholders, and to retain key individuals during the Company’s critical initial stage as an independent corporation. Those initial grants are scheduled to vest in their entirety in the spring of 2005, and consequently, their value as a retention device has been significantly reduced. However, the Committee has not elected to implement a practice of making routine additional annual grants to the Executive Officers, or other employees, but instead, has only authorized additional option awards in recognition of the assumption of significant new responsibilities, or when competitive pay issues have arisen. In that light, in January of 2004, upon the promotion of Ward M. Klein to Chief Operating Officer, and the promotions of Joseph W. McClanathan and Joseph E. Lynch as heads of the Company’s two operating divisions, the Committee authorized an additional option grant to each executive, with a 5-year vesting period to ensure retention. Details of the stock options granted to the Named Executive Officers are set forth on page 17 of this Proxy Statement. More recently, a review of the Company’s executive compensation program during the past fiscal year indicated that the long-term equity incentives for the Company’s executive team fell below market for comparable positions at other corporations of similar size. In view of that fact, and, as noted above, the limited retentive value of the initial option grants, the Committee recently authorized, after the end of fiscal year 2004, an additional grant of restricted stock equivalents and options to certain of the Named Executive Officers. The size of grants was based on recommendations of management, which were determined by consideration of comparable market data on equity grants, a subjective determination of the appropriate number of shares necessary to comprise an appropriate long-term component of the executive’s compensation package, and the agreed-upon guidelines for stock-based incentive awards per year described above.

Salary and Bonus. In order to continue cost-containment efforts of the Company, Mr. Mulcahy has repeatedly requested that his annual salary not be increased, and, as a result, Mr. Mulcahy’s salary has remained unchanged since the spin-off of the Company in 2000, despite the Committee’s belief that regular increases were merited. In light of his announced intention to retire as of the end of January, 2005, the Committee has not reviewed a salary increase for Mr. Mulcahy for fiscal year 2005, and his salary will remain constant until the date of his retirement.

Mr. Mulcahy participated in the fiscal year 2004 bonus program described under Annual and Long-Term Cash Bonus Award Programs above. Under the terms of that program, the Committee awarded an annual bonus to Mr. Mulcahy based on the quantitative increase in earnings per share produced by the Company during the past fiscal year, as well as a subjective assessment of Mr. Mulcahy’s performance during the year. The Committee was especially pleased with his leadership in sustaining the Company’s earnings growth, directing the successful integration of the Schick-Wilkinson Sword business, motivating the management team, and, in particular, assisting the Board in its choice of his successor, Ward M. Klein, and working with Mr. Klein to prepare him to assume the position of Chief Executive Officer. Under the terms of the 2004 bonus program, the Committee gave Mr. Mulcahy the highest individual performance rating. In addition, because the Company’s actual earnings per share for fiscal year 2003 were exceeded during fiscal year 2004, the additional bonus opportunity created in fiscal year 2003, as described under Annual and Long-Term Cash Bonus Award Programs, became payable to him. The contingent bonus opportunity created in fiscal year 2004, as described in that section, will be paid to Mr. Mulcahy only if the Company equals or exceeds the earnings per share results for that fiscal year in fiscal year 2005.

In light of Mr. Klein’s appointment to serve as Chief Executive Officer of the Company upon Mr. Mulcahy’s retirement, the Committee has requested that its independent compensation consultant make recommendations as to an appropriate compensation package, given Mr. Klein’s new responsibilities, which recommendations will be considered by the Committee at its January, 2005 meeting. Until that time, Mr. Klein’s salary will continue at its current level.

 

A feature of the Omnibus Budget Reconciliation Act of 1993 sets a limit on deductible compensation of $1,000,000 per year per person for those executives designated as Named Executive Officers in the Proxy Statement. The Company has mandated or reserved the right to mandate the deferral of certain bonus and salary payments to such officers. For fiscal year 2004, voluntary deferrals of payments under the Company’s annual and long-term cash bonus program, and mandated deferrals of bonus payments and an equity award, will effectively preserve the deductibility of essentially all compensation paid to the Named Executive Officers. While it is the general intention of the Committee to meet the requirements for deductibility, the Committee may approve payment of non-deductible compensation from time to time if unusual circumstances warrant it. The Committee will continue to review and monitor its policy with respect to the deductibility of compensation.

The Committee is satisfied that the compensation and long-term incentive plans provided to the executives of the Company are structured and operated to foster a performance-oriented culture and create strong alignment with the long-term best interests of the Company and its shareholders. It is also satisfied that compensation levels are reasonable in light of performance and the competitive environment for attracting and retaining executives.

John E. Klein - Chairman     Pamela M. Nicholson

Richard A. Liddy         John R. Roberts

William H. Danforth     W. Patrick McGinnis

 

The Audit Committee of the Company’s Board of Directors consists entirely of non-employee directors that are independent, as defined in Sections 303.01(B)(2)(a) and (3) of the New York Stock Exchange Listing Standards.

Management is responsible for the Company’s internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Committee’s responsibility is to monitor and oversee these processes.

With respect to the Company’s audited financial statements for the Company’s fiscal year ended September 30, 2004, management of the Company has represented to the Committee that the financial statements were prepared in accordance with generally accepted accounting principles and the Committee has reviewed and discussed those financial statements with management. The Audit Committee has also discussed with PricewaterhouseCoopers LLP, the Company’s independent accountants, the matters required to be discussed by Statement on Auditing Standards No. 90 (Communication with Audit Committees) as modified or supplemented.

The Audit Committee has received the written disclosures from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No.1, Independence Discussions with Audit Committees), as modified or supplemented, and has discussed the independence of PricewaterhouseCoopers LLP with members of that firm. In doing so, the Committee considered whether the non-audit services provided by PricewaterhouseCoopers LLP were compatible with its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements for the fiscal year ended September 30, 2004 be included in the Company’s Annual Report on Form 10-K for that year.

John R. Roberts- Chairman        William H. Danforth

Pamela M. Nicholson            Richard A. Liddy

John E. Klein

The graph below is presented in accordance with SEC requirements. You are cautioned against drawing any conclusions from the data in the graph, as past results do not necessarily indicate future performance. The graph does not reflect the Company’s forecast of future financial performance.

Despite anything to the contrary in any of the Company’s previous SEC filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Proxy Statement, in whole or in part, the following graph as well as the Nominating and Executive Compensation Committee Report on Executive Compensation and the Audit Committee Report set forth above will not be incorporated by reference into any such filings.

The line graph below compares the annual percentage change in cumulative total shareholder return for the Company’s Common Stock with the cumulative total return of the Standard & Poor’s Midcap 400 and Midcap Electronics Indices.