Board Justification

We structure our compensation program to fairly compensate our employees and to enhance shareholder value by continuing to closely align our executive compensation philosophy and practices with the interests of our shareholders. Our compensation practices balance long-term and short-term awards. We seek to closely link pay to Company performance. We believe this encourages business decision-making aligned with the long-term interests of the Company and our shareholders, without encouraging or rewarding excessive risk.

Board Justification

Each NEO’s annual cash bonus is based on the prior year’s performance, as measured against: Individual Performance Criteria; Company Performance Criteria; and for some NEOs, the performance of the operating unit(s) directly managed by the NEO.

Board Justification

This column includes perquisites and other personal benefits, consisting of the following: • Perquisites including retirement plan contributions, personal use of the Company aircraft and Company apartment, and miscellaneous other benefits detailed below.

Board Justification

The value of a share of restricted stock upon vesting is the fair market value of one of our Common Shares on the vesting date. If vesting occurs on a day on which the New York Stock Exchange is closed, the value realized on vesting is based on the closing price on the open market day prior to the vesting date.