CTB DEF 14A DEF-14A Report May 4, 2010 | Alphaminr
COOPER TIRE & RUBBER CO

CTB DEF 14A Report ended May 4, 2010

COOPER TIRE & RUBBER CO
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PROXIES
DEF 14A
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TABLE OF CONTENTS
GENERAL INFORMATION AND VOTINGAGENDA ITEM 1Election of DirectorsNominees for DirectorDirectors Who Are Not NomineesAGENDA ITEM 2Ratification of the Selection of the Companys Independent Registered Public Accounting FirmAGENDA ITEM 3Proposal to Amend the Companys Articles of Incorporation to Provide for Annual Election of all DirectorsAGENDA ITEM 4Proposal to Approve the 2010 Incentive Compensation PlanSummary of Incentive PlanFederal Income Tax ConsequencesCOMPENSATION DISCUSSION AND ANALYSISExecutive Compensation Philosophy and ApproachStructure of Compensation ProgramBase SalariesAnnual Cash IncentivesLong-Term IncentivesCompensation Plan for 2010Analysis of 2009 Executive Compensation LevelsTotal Compensation Earned by Named Executives in 2009Retirement BenefitsElective Deferred CompensationPerquisitesOther Program Design ElementsEmployment Agreement and Change of Control PlanOther ConsiderationsExecutive Compensation Consultant Fees DisclosureCOMPENSATION COMMITTEE REPORTEXECUTIVE COMPENSATION2009 Summary Compensation Table2009 Grants of Plan-Based Awards TableOutstanding Equity Awards at 2009 Fiscal Year-End Table2009 Option Exercises and Stock Vested Table2009 Pension Benefits Table2009 Non-Qualified Deferred Compensation TablePotential Payments Upon Termination or Change of Control2009 Director Compensation TableMEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEESCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONRELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM