UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant  [X]

Filed by a party other than the registrant [  ]

Check the appropriate box:

[  ]

Preliminary proxy statement.

[  ]

Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)).

[X]

Definitive proxy statement.

[  ]

Definitive additional materials.

[  ]

Soliciting material pursuant to Rule 14a-12

LaBarge, Inc.

-------------------------------------------------------------------------

(Name of Registrant as Specified in its Charter)

--------------------------------------------------------------------------

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X]   No fee required.

[  ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   (1)   Title of each class of securities to which transaction applies.

-------------------------------------------------------------------------

   (2)  Aggregate number of securities to which transaction applies:

-------------------------------------------------------------------------

   (3)  Per unit price or other underlying value of transaction computed

pursuant to Exchange Act Rule 0-11 (set forth the amount on which the

filing fee is calculated and state how it was determined):

-------------------------------------------------------------------------

   (4)  Proposed maximum aggregate value of transaction:

---------------------------------------------------------------------------

   (5)  Total fee paid:

---------------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

--------------------------------------------------------------------------

[ ]  Check box if any part of the fee is offset as provided by Exchange Act

Rule 0-11(a)(2) and identify the filing for which the offsetting fee was

paid previously.  Identify the previous filing by registration statement

number, or the form or schedule and the date of its filing.

   (1)     Amount Previously Paid:

   (2)     Form, Schedule or Registration Statement No.:

   (3)     Filing Party:  

   (4)     Date Filed:  

1.

To elect two Class C Directors for a term ending in 2013;

2.

To consider and act upon the ratification of the selection of KPMG LLP as independent registered public accountants for fiscal 2011; and

3.

To transact such other business as may properly come before the meeting.

By Order of the Board of Directors,

/s/DONALD H. NONNENKAMP

Donald H. Nonnenkamp

Vice President, Chief Financial Officer and Secretary

LaBarge, Inc.

9900 Clayton Road

St. Louis, Missouri 63124

PROXY STATEMENT

Annual Meeting of Stockholders

to be held on November 17, 2010

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on November 17, 2010.

  

  The Proxy Statement and Annual Report to Stockholders for the fiscal year ended June 27, 2010, are available at http://www.cfpproxy.com/5197.

This Proxy Statement and the enclosed form of proxy are being furnished to the Common Stockholders of LaBarge, Inc. (the “Company”) on or about October 15, 2010, in connection with the solicitation of proxies on behalf of the Board of Directors of the Company, for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on November 17, 2010, at the time, place and for the purposes set forth in the accompanying Notice of Annual Meeting, and at any adjournment of that meeting.

Holders of shares of Common Stock, par value $.01 per share (the “Common Stock”), of the Company at its close of business on September 24, 2010, (the “Record Date”) will be entitled to receive notice of and vote at the Annual Meeting. On the Record Date, 15,958,839 shares of Common Stock were outstanding. Holders of Common Stock are entitled to one vote for each share of Common Stock held of record on the Record Date on each matter that may properly come before the Annual Meeting.

Directors will be elected by a plurality of the voting power represented and entitled to vote at the Annual Meeting. The passage of any other proposal will be determined by the affirmative vote of the majority of the voting power represented and entitled to vote at the Annual Meeting. In the election of directors, abstentions and broker non-votes will not affect the outcome except in determining the presence of a quorum; they will not be counted toward the number of votes required for any nominee’s election. An instruction to “abstain” from voting on any other proposal will have the same effect as a vote against the proposal. Broker non-votes will not be considered as present and entitled to vote on the proposals. Therefore, under applicable Delaware law, broker non-votes will have no effect on the number of affirmative votes required to adopt such proposal.

Stockholders of record on the Record Date are entitled to cast their votes in person or by properly submitted proxy at the Annual Meeting.  Stockholders wishing to vote their shares by proxy may do so either by (i) completing, signing, dating and returning the enclosed proxy card in the enclosed envelope, (ii) voting via the Internet, or (iii) voting via telephone.  Instructions for voting by Internet or telephone are contained on the proxy card.  For additional information on how to obtain directions to be able to attend the Annual Meeting and vote in person, please write to the Company’s Corporate Secretary at LaBarge, Inc., 9900 Clayton Road, St. Louis, Missouri 63124 or call (314) 997-0800. The presence, in person or by properly submitted proxy, of a majority of the Common Stock outstanding on the Record Date is necessary to constitute a quorum at the Annual Meeting.  If a quorum is not present at the time the Annual Meeting is convened, the Company may adjourn the Annual Meeting.

All Common Stock represented at the Annual Meeting by properly submitted proxies received prior to or at the Annual Meeting and not properly revoked will be voted at the Annual Meeting in accordance with the instructions indicated in such proxies.  If no instructions are indicated, such proxies will be voted FOR election of the Board’s nominees as directors, FOR ratification of the selection of KPMG LLP, and, at the discretion of the named proxies, on any other matters that may properly come before the Annual Meeting.  The Board of Directors of the Company does not know of any matters other than the matters described in the Notice of Annual Meeting attached to this Proxy Statement that will come before the Annual Meeting.

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted.  Proxies may be revoked by (i) filing with the Secretary of the Company, at or before the Annual Meeting, a written notice of revocation bearing a date later than the date of the proxy, (ii) submitting a new proxy with a later date, including a proxy given via the Internet or by telephone, or (iii) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy).  Any written notice revoking a proxy should be sent to: Corporate Secretary, LaBarge, Inc., 9900 Clayton Road, St. Louis, Missouri 63124.

The proxies are solicited by the Board of Directors of the Company.  In addition to the use of the Internet, telephone and mail, proxies may be solicited personally or by facsimile transmission by directors, officers or regular employees of the Company.  The cost of solicitation of proxies will be borne by the Company.

A copy of the Company’s Annual Report for the fiscal year ended June 27, 2010, is being mailed to each Stockholder along with this Proxy Statement.

The date of this Proxy Statement is October 15, 2010.

PROPOSAL 1:   ELECTION OF DIRECTORS

The Board of Directors of the Company is divided into three classes, designated as Class A, Class B and Class C.  Each Director is elected for a three-year term and the term of each Class expires in a different year.  Under the Company’s bylaws, the Board of Directors has the authority to fix the number of directors.  The number of directors currently is fixed at six. 

The Board of Directors has nominated for election two Class C Directors:  Messrs. Robert G. Clark and Jack E. Thomas, Jr.  Each of the nominees is currently serving as a Director of the Company and has consented to continue to serve as a Director if elected.  Unless proxy cards are marked to withhold authority to vote for any Director nominee, the proxies intend to vote all properly executed proxies FOR election of each of the Director nominees.

Below is biographical and other information about each nominee for election as a Director and each current Director whose term continues after the Annual Meeting.  Following each nominee’s or Director’s biographical information is information concerning the particular experience, qualifications, attributes and/or skills that led the Nominating Committee and the Board to determine that each nominee should serve as a Director, or each Director should continue to serve as a Director, as the case may be.

Term
Expiration
Date

Age

Director Since

Positions(s) with the Company

Class C Nominees

 Robert G. Clark

2013

51

2001

Director

 Jack E. Thomas, Jr.

2013

58

1997

Director

Continuing Class A Directors

 Thomas A. Corcoran

2011

66

2005

Director

 Craig E. LaBarge

2011

59

1981

Chairman of the Board, CEO and President

Continuing Class B Directors

 John G. Helmkamp, Jr.

2012

63

1998

Director

 Lawrence J. LeGrand

2012

59

1998

Director

Class C Nominees

Mr. Clark became a Director in 2001 and serves as a member of the Human Resources Committee and the Nominating Committee of the Board of Directors.  Since 1984, he has served as Chairman of the Board and Chief Executive Officer of Clayco, Inc., a design/build construction, real estate and architectural firm doing business in the United States and Canada.  Mr. Clark brings senior leadership, and strategic and business development expertise to the Board from his current position as Chairman of the Board and Chief Executive Officer of Clayco, Inc.

Mr. Thomas became a Director in 1997 and serves as Chairman of the Human Resources Committee and the Nominating Committee of the Board of Directors.  Since 1982, he has been Chairman of the Board and Chief Executive Officer of Coin Acceptors, Inc., a world leader in the design and manufacture of coin mechanisms, bill validators, control systems and vending machines.  Mr. Thomas is a Director of U.S. Bank, N.A., and of Maritz, Inc.  He also serves as Chairman of the Board and Chief Executive Officer of Royal Vendors, Inc., and Chairman of the Board and Chief Executive Officer of Money Controls, Ltd.  Mr. Thomas’ professional background in various manufacturing companies brings valuable industry knowledge and experience to the Board.  Mr. Thomas’ legal education and experience also assist the Board in fulfilling its responsibilities related to the oversight of the Company’s legal and regulatory compliance.

Continuing Class A Directors

Mr. Corcoran became a Director in 2005 and serves as a member of the Audit Committee, Human Resources Committee and Nominating Committee of the Board of Directors. Mr. Corcoran is currently President and Chief Executive Officer of Corcoran Enterprises, LLC, a private management-consulting firm, and serves as senior advisor to The Carlyle Group, a Washington, D.C.-based private equity firm. Prior to joining The Carlyle Group, Mr. Corcoran served as President and Chief Executive Officer for Gemini Air Cargo, Inc., and Allegheny Teledyne Inc. He previously spent 32 years at Lockheed Martin Corporation and its predecessor companies, where he held various senior management positions, including President and Chief Operating Officer for the corporation’s Space and Strategic Missiles and Electronics Systems sectors. Mr. Corcoran is a Director of L-3 Communications Holding LLC, GenCorp, Inc., AR Inc., Aer Lingus, PLC and Serco, PLC.  Because of his service in senior management positions, Mr. Corcoran brings significant senior leadership experience to the Board.  This provides the Board with experience and perspective in analyzing, shaping and overseeing the execution of important operational and policy issues at a senior level.  In addition, Mr. Corcoran adds significant industry experience to the Board. Also, because of Mr. Corcoran’s service on other public company boards of directors, Mr. Corcoran is able to offer advice and insights regarding the dynamics and operation of a board of directors, the relationship between a board and executive management, and oversight of a changing mix of strategic, operational and compliance-related matters.

Mr. LaBarge has been a Director since 1981.  In September 2010, Mr. LaBarge was elected Chairman of the Board of Directors. He has also served as the Company’s Chief Executive Officer and President since 1991.  Prior to that time, he was Vice President-Marketing of the Electronics Division of the Company (1975 to 1979), President of the Electronics Division of the Company (1979 to 1986), Vice President of the Company (1981 to 1986) and President and Chief Operating Officer of the Company (1986 to 1991).  Mr. LaBarge is a Director of U.S. Bank, N.A., in St. Louis.  Mr. LaBarge’s extensive experience in the electronics manufacturing industry enables him to bring valuable insight regarding the industry to the Board.  In addition, his 29 years as the Company’s Chief Executive Officer and his prior experience in various positions throughout the Company provide him with intimate knowledge of the Company’s day-to-day operations, business and competitive environment, and the Company’s opportunities, challenges and risks.

Mr. Helmkamp has been a Director since 1998 and serves as a member of the Audit Committee of the Board of Directors.  He retired from the positions of Chairman of the Board and Chief Executive Officer of Illinois State Bank and Trust in 1996, where he served in those capacities for more than five years.  Mr. Helmkamp brings significant business, leadership and management insights into many aspects of the business.  He also brings financial expertise to the Board, including through his service as a member of the audit committee of Magna Group, Inc., and as Chairman of the Board and Chief Executive Officer of Illinois State Bank and Trust.

Mr. LeGrand became a Director in 1998 and serves as Chairman of the Audit Committee of the Board of Directors. He has been Vice Chairman and Chief Financial Officer of Plancorp, Inc., a financial planning and investment advisory firm, since July 2010. Prior to this, he served as Executive Vice President of Plancorp, Inc. since 2001. Mr. LeGrand served as Executive Vice President of LMI Aerospace, Inc. from 1998 to 2001. Prior to that time, Mr. LeGrand was a partner of KPMG LLP for more than 20 years.  Mr. LeGrand’s extensive experience gained during his employment LMI Aerospace, Inc. brings the Board valuable industry expertise.  In addition, Mr. LeGrand’s background as a Certified Public Accountant, combined with his service as Chief Financial Officer and his experience as a partner of KPMG LLP, provide the Board with significant financial insight.  Mr. LeGrand’s knowledge of financial markets, financing and funding operations and accounting and financial reporting processes helps the Board in understanding, advising and overseeing the Company’s capital structure, financing and investing activities, financial reporting and internal control of such activities.

The Board of Directors Recommends that You Vote “FOR” Election of its Nominees for Director.

Fees Earned or

Total

Name

Paid in Cash ($)

($)

Robert G. Clark

34,000

34,000

Thomas A. Corcoran

40,250

40,250

John G. Helmkamp, Jr.

38,500

38,500

Lawrence J. LeGrand

42,500

42,500

Jack E. Thomas, Jr.

40,750

40,750

Audit Committee

The Audit Committee, which met four times in fiscal 2010, oversees the Company’s accounting and financial reporting processes, audits of the Company’s financial statements and internal control matters, and appoints the independent registered public accountants to audit the Company’s financial statements.  The Committee’s report on its activities for fiscal 2010 is on pages 19 and 20.  Fees paid to the independent registered public accountants in fiscal 2010 are provided on page 18.  The Committee’s charter is available on the Company’s Web site at http://www.labarge.com.

Nominating Committee

The Nominating Committee, which met one time in fiscal 2010, is responsible for identifying individuals qualified to become members of the Board of Directors, recommending Director nominees for each Annual Meeting and nominees to fill Board vacancies, and to address related matters.  The Committee’s charter is available on the Company’s Web site at http://www.labarge.com.

Human Resources Committee

The Human Resources Committee, which met three times in fiscal 2010, serves as the Board’s compensation committee.  The Committee’s charter is available on the Company’s Web site at http://www.labarge.com.

The Human Resources Committee oversees compensation for the Company’s Chief Executive Officer and other senior executives.  In doing so, the Committee is responsible for considering and approving the annual salary and incentive compensation, including performance awards under the 2004 Long Term Incentive Plan, and other benefits of executive management.

Compensation Committee Interlocks and Insider Participation

During the 2010 fiscal year, Messrs. Clark, Corcoran and Thomas served as members of the Human Resources Committee. None of the Company’s executive officers serves as a director or member of the compensation committee, or other committee serving an equivalent function, for any other entity that has one or more of its executive officers serving as a member of the Company’s Board of Directors or the Human Resources Committee.  None of Messrs. Clark, Corcoran or Thomas has ever been an officer or employee of the Company or any of its subsidiaries.

Communication with the Board of Directors

Stockholders may communicate with any and all members of the Company’s Board of Directors by transmitting correspondence by mail addressed to one or more Directors by name (or to the Chief Executive Officer, for a communication addressed to the entire Board of Directors) at the following address and fax number: Name of the Director(s), c/o Corporate Secretary, LaBarge, Inc., 9900 Clayton Road, St. Louis, Missouri 63124; fax number: 314-812-9438.  Communications from the Company’s Stockholders to one or more Directors will be monitored by the Company’s Corporate Secretary and the Chief Executive Officer, who will bring any significant issues to the attention of the appropriate Board members.

Director Nominations

Director candidates are nominated by the Board. The Nominating Committee recommends Director nominees to the Board. The Nominating Committee investigates and assesses the background and skills of potential candidates for Directors.  The Committee does not have specific minimum qualifications that must be met by a candidate for election to the Board of Directors in order to be considered for nomination by the Committee, nor does the Committee have a formal policy with respect to the diversity of a Board member or candidate.  When the Committee reviews a potential new candidate, the Committee looks specifically at the candidate’s qualifications in light of the needs of the Board and the Company at that time given the current mix of Director attributes.

The Nominating Committee seeks to create a Board that will bring a broad range of experience, knowledge and judgment to the Company. The Committee considers the entirety of each candidate’s credentials, including his or her professional background and experiences, education, skill set and expertise, and the extent to which he or she would fill a current or anticipated need on the Board. With respect to the nomination of continuing directors for re-election, the Committee also considers the individual’s past contributions to the Board.

Upon identifying a candidate for serious consideration, one or more members of the Nominating Committee initially interview the candidate. If a candidate merits further consideration, all other Committee members (individually or as a group) interview the candidate, and the candidate meets the Company’s executive officers and ultimately meets many of the other Directors. The Nominating Committee elicits feedback from all persons who met the candidate and then determines whether or not to nominate the candidate.  The process is the same whether the candidate is recommended by a Stockholder, another Director, management or otherwise.  The Company does not pay a fee to any third party for the identification or evaluation of candidates.

Stockholders who wish to recommend Director candidates for consideration by the Nominating Committee for the next Annual Meeting of Stockholders should notify the Nominating Committee no later than March 18, 2011.  Submissions are to be addressed to the Nominating Committee, c/o Corporate Secretary, LaBarge, Inc., 9900 Clayton Road, St. Louis, Missouri 63124, which submissions will then be forwarded to the Committee. The Nominating Committee would then evaluate the possible nominee using the criteria established by it and would consider such person in comparison to all other candidates. The Nominating Committee is not obligated to nominate any such individual for election. No Stockholder nominations have been received by the Company for this year’s Annual Meeting. Accordingly, no rejections or refusals of such candidates have been made by the Company.

Executive Officers

The following table sets forth certain information, as of September 24, 2010, with respect to the executive officers of the Company.

Name

Age

Position(s) with the Company

Craig E. LaBarge

………………………..

59

Chairman of the Board, Chief Executive Officer and President

Randy L. Buschling

….………….……….

50

Vice President and Chief Operating Officer

Donald H. Nonnenkamp

………….……...

58

Vice President, Chief Financial Officer and Secretary

William D. Bitner

……………….………

55

Vice President, Operations

Teresa K. Huber

…………………………

47

Vice President, Operations

John R. Parmley

…………….…….……..

56

Vice President, Business Development

Mr. LaBarge — For biographical information, see “Proposal 1:  Election of Directors” beginning on page 2.

Mr. Buschling joined the Company in 1998.  He is currently Vice President and Chief Operating Officer of the Company, serving in this capacity since 2002.  Prior to joining the Company, Mr. Buschling was General Manager of Watlow Electric Manufacturing Company’s Systems Division for more than five years.

Mr. Nonnenkamp joined the Company in 1999 and currently serves as Vice President, Chief Financial Officer and Secretary. Previously, he was Vice President and Treasurer for Esco Technologies, Inc. from 1993 to 1999.  Prior to joining Esco, Mr. Nonnenkamp served as Vice President and Chief Financial Officer for Clark Oil and Refining Corporation.

Mr. Bitner joined the Company in 2007 serving as Vice President, Operations.  Prior to joining LaBarge, Mr. Bitner was Vice President and General Manager of Burger Boat Company, designer and builder of custom motor yachts, from 2005 to 2006. Previously, he was employed by Rolls-Royce Corporation, an aerospace manufacturing company, in various management positions from 2000 to 2005.

Ms. Huber joined the Company in 2004 through the acquisition of Pinnacle Electronics LLC, a contract manufacturing company, in 2004 and became Vice President, Operations in 2005. Prior to joining LaBarge, Ms. Huber was Chief Operating Officer of Pinnacle Electronics from 2002 to 2004.  Previously, Ms. Huber was employed by Sony Electronics, Inc. in various management positions from 1992 to 2002.

Mr. Parmley joined the Company in 1997 and became Vice President, Business Development in September 2010. Prior to that he has served as Vice President, Sales and Marketing since 1999.  He was Account Manager, Aerospace and Defense Business Unit from 1997 to 1999.  Previously, Mr. Parmley was employed by Eagle-Picher Industries, Inc., where he served in various sales and management positions from 1991 to 1997.

●

Competition with peer companies:  Compensation packages should be competitive and consistent with the general market.  As such, the Human Resources Committee works with its compensation and benefits consultant to design compensation packages that fall within certain ranges, compared with competitive companies, with sufficient flexibility to address individual responsibilities and performance.

●

Accountability and recognition for individual and Company performance:  Compensation should depend, in part, on each executive officer’s performance in order to motivate and reward success.  The Committee has provided for a sizeable portion of the overall compensation packages to be tied to performance through the payment of short-term incentive awards in the form of cash bonuses and the grant of long-term incentive awards in the form of performance units that are settled in restricted Common Stock.

●

Alignment of Stockholder interests:  Certain elements of the compensation packages should be tied to stock performance to align our executive officers’ interests with those of our Stockholders.  In order to create this tie, a portion of the compensation packages include stock-based awards in the form of performance units that are settled in restricted Common Stock.

Name

Fiscal 2011 Salaries

Craig E. LaBarge

…………..………………………….……………….

$571,500

Randy L. Buschling

…….…..………………………………………..

$390,000

Donald H. Nonnenkamp

………….…………………………….……

$327,500

John R. Parmley

..……………………………………………………

$268,500

Teresa K. Huber

…………..………………………………….……...

$260,000

Name

Performance Measure

Threshold Goal/Corresponding Payout

Target Goal/Corresponding Payout

Maximum Goal/Corresponding Payout

Craig E. LaBarge

Net Income

$13.5 million / $55,000

$14.5 million / $110,000

$15.5 million /
$165,000

Bookings

$300.0 million/ $27,500

$310.0 million / $55,000

$320.0 million /
$82,500

Total Adjusted Net Debt

$34.0 million / $27,500

$31.0 million / $55,000

$28.0 million /
$82,500

Investor Relations Strategy¹

** / $27,500

** / $55,000

** / $82,500

Randy L. Buschling

Net Income

$13.5 million / $33,000

$14.5 million / $66,000

$15.5 million / $99,000

Bookings

$300.0 million / $33,000

$310.0 million / $66,000

$320.0 million /
$99,000

Total Adjusted Net Debt

$34.0 million / $16,500

31.0 million / $33,000

$28.0 million /
$49,500

Donald H. Nonnenkamp

Net Income

$13.5 million / $26,000

$14.5 million / $52,000

$15.5 million /
$78,000

Total Adjusted Net Debt

$34.0 million / $22,750

$31.0 million / $45,500

$28.0 million /
$68,250

Investor Relations Strategy¹

** / $16,250

** / $32,500

** / $48,750

Name

Performance Measure

Threshold Goal/Corresponding Payout

Target Goal/Corresponding Payout

Maximum Goal/Corresponding Payout

John R. Parmley

Net Income

$13.5 million / $14,250

$14.5 million / $28,500

$15.5 million /
$42,750

Bookings

$300.0 million / $23,750

$310.0 million / $47,500

$320.0 million /
$71,250

Total Adjusted Net Debt

$34.0 million / $9,500

$31.0 million / $19,000

$28.0 million /
$28,500

Teresa K. Huber

Net Income

$13.5 million / $9,500

$14.5 million / $19,000

$15.5 million /
$28,500

Bookings³

$150.0 million / $14,250

$165.0 million / $28,500

$180.0 million /
$42,750

Operating Income³

$11.4 million / $14,250

$12.5 million / $28,500

$13.6 million /
$42,750

Pretax Cash Flow³

$3.5 million / $9,500

$5.2 million / $19,000

$6.9 million /
$28,500

1)

Includes evaluating and updating, where appropriate, the Company’s investor relations strategy.

2)

Includes the definition, development and implementation of a marketing and promotion strategy. 

3)

Goal is tied to the performance of those Company plants over which Ms. Huber has supervisory responsibility only.

Threshold

Target

Maximum

 Adjusted Net Income

$

13,000,000

$

15,000,000

$

17,000,000

Name

Number of Shares of Restricted
Common Stock Based on Fiscal
2010 Net Income Performance

Craig E. LaBarge

…………..………………………….………

43,906

Randy L. Buschling

…….…..……………………………….

28,100

Donald H. Nonnenkamp

………….…………………………

18,880

John R. Parmley

..……………………………………………

9,484

Teresa K. Huber

…………..…………………………………

9,484

Committee Members:

Jack E. Thomas, Jr., Chairman

Robert G. Clark

Thomas A. Corcoran

Name
and Principal
Position

Fiscal
Year

Salary
($)

Bonus
($) (a)

Stock
Awards
($) (b)

Change in
Pension Value
Non-qualified
Deferred
Compensation
Earnings ($) (c)

All Other
Compensation
($) (d)

Total
($)

Craig E. LaBarge
 Chairman of the Board,
 Chief Executive Officer
 and President

2010
2009
2008

527,306
550,780
534,506

305,000
---
405,000

---
675,000
528,991

---     
---     
---     

30,960
35,185
34,112

863,266
1,260,965
1,502,609

Randy L. Buschling
 Vice President and
 Chief Operating Officer

2010
2009
2008

356,278
372,140
352,011

247,500
---
232,500

---
450,000
352,661

---     
---     
6,325     

29,441
28,698
28,902

633,219
850,838
972,399

Donald H.  Nonnenkamp
 Vice President, Chief
 Financial Officer and
 Secretary

2010
2009
2008

299,286
312,596
300,011

155,000
---
180,000

---
300,000
235,107

---     
---     
3,160     

26,167
31,639
33,237

480,453
644,235
751,515

John R. Parmley
 Vice President, Business
 Development

2010
2009
2008

247,000
258,000
246,505

142,500
---
150,000

---
150,000
117,554

---     
---     
6,006     

27,057
29,959
29,363

416,557
437,959
549,428

Teresa K. Huber
 Vice President,
 Operations

2010
2009
2008

218,530
228,254
214,005

118,500
---
140,000

---
135,000
94,043

---     
---     
---     

12,405
14,545
12,323

349,435
377,799
460,371

(a)

Bonus amounts are earned in the fiscal year shown and paid in the subsequent fiscal year.

(b)

Amounts shown equal the grant-date fair values of awards granted under the Company’s 2004 Long Term Incentive Plan calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 17 to the audited financial statements included as part of the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2010, for a discussion of the achievement and recognition of these amounts under FASB ASC Topic 718.

(c)

Represents the above-market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified, including such earnings on non-qualified defined contribution plans. Amounts shown represent interest earned at a rate that exceeded 120% of the applicable federal long-term rate. Mr. LaBarge and Ms. Huber do not defer any portion of their compensation.

(d)

Amounts shown include 401(k) employer match, use of auto, club dues, financial planning and life insurance premiums.

Name

Grant Date

Estimated Future Payouts Under
Equity Incentive Plan Awards(#) (a)

Target

Craig E. LaBarge

8/26/2009

500,000

Randy L. Buschling

8/26/2009

320,000

Donald H. Nonnenkamp

8/26/2009

215,000

John R. Parmley

8/26/2009

108,000

Teresa K. Huber

8/26/2009

108,000

(a)

Represents awards under the Company’s 2004 Long Term Incentive Plan granted in fiscal year 2010 and are applicable for performance during fiscal year 2012. Awards are made in the form of performance units, the value of which will be determined based on the Company’s net income performance in fiscal 2012, as more fully described in the Compensation Discussion and Analysis section. The performance units will be paid out in restricted Common Stock based on the closing price of the Company’s Common Stock on June 29, 2012. If the threshold net income performance goal for fiscal 2012 is not achieved, no shares of restricted Common Stock will be issued. If the threshold net income performance goal is achieved each unit will be valued at between $0.50 and $1.50.

Option Awards

Stock Awards

Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Option
  Exercise
Price ($)

Option
Expiration
Date

Equity Incentive
Plan Awards:
Number
of Unearned
  Performance Units
or Other Rights That
  Have Not
Vested (#) (a)

Equity Incentive
Plan Awards:
Market or Payout
  Value of Unearned
  Performance Units
or Other Rights
That Have Not
  Vested ($) (b)

Craig E. LaBarge

92,900

2.85

8/22/2011

500,000

(c)

250,000

65,000

3.56

8/11/2013

500,000

(d)

250,000

62,552

8.54

8/24/2014

Randy L. Buschling

20,000

2.85

8/22/2011

320,000

(c)

160,000

320,000

(d)

160,000

Donald H. Nonnenkamp

32,000

3.56

8/11/2013

215,000

(c)

107,500

36,600

8.54

8/24/2014

215,000

(d)

107,500

John R. Parmley

24,500

8.54

8/24/2014

108,000

(c)

54,000

108,000

(d)

54,000

Teresa K. Huber

15,000

8.54

8/24/2014

108,000

(c)

54,000

108,000

(d)

54,000

(a)

Performance units awarded under the 2004 Long Term Incentive Plan for fiscal years 2011 and 2012.

(b)

Unearned and unvested performance units are valued assuming the Company achieves in fiscal years 2011 and 2012 the threshold net income targets.

(c)

Represents performance units awarded under the 2004 Long Term Incentive Plan. The restricted stock may be earned based on fiscal year 2011 performance, as discussed in the Compensation Discussion and Analysis section. The restricted stock will then be subject to a two-year vesting schedule.

(d)

Represents performance units awarded under the 2004 Long Term Incentive Plan. The restricted stock may be earned based on fiscal year 2012 performance, as discussed in the Compensation Discussion and Analysis section. The restricted stock will then be subject to a two-year vesting schedule.

Option Awards

Stock Awards

Name

Number of Shares
Acquired on
Exercise (#)

Value Realized on
Exercise
($)

Number of
Shares Acquired
  on Vesting (#)

Value Realized
on Vesting
($) (a)

Craig E. LaBarge

---

---

51,923

638,652

Randy L. Buschling

---

---

34,615

425,764

Donald H. Nonnenkamp

---

---

23,077

283,847

John R. Parmley

126,890

1,371,681

11,538

141,917

Teresa K. Huber

---

---

10,385

127,735

(a)

All shares reported in this column vested on June 27, 2010, the last day of fiscal 2010.  Because June 27, 2010, was not a trading day, the shares were valued using the closing stock price of $12.30 on June 25, 2010, the last trading day of fiscal 2010.

Name

Executive
Contributions in
Last FY ($)

Aggregate Earnings
in Last FY ($) (a)

Aggregate Balance at
Last FYE ($) (c)

Craig E. LaBarge (b)

---

---

---

Randy L. Buschling

---

11,994

375,590

Donald H. Nonnenkamp

14,964

7,389

238,334

John R. Parmley

24,700

15,382

493,144

Teresa K. Huber (b)

---

---

---

(a)

Includes interest paid by the Company at a rate equal to prime. None of the earnings represent above-market or preferential earnings (in excess of 120% of the applicable federal long-term rate).

(b)

Mr. LaBarge and Ms. Huber do not participate in the Company’s non-qualified deferred compensation plan.

(c)

Amounts included for Messrs. Buschling, Nonnenkamp and Parmley include the following amounts reported in the Summary Compensation table in prior fiscal years: Mr. Buschling, $6,325 in fiscal 2008; Mr. Nonnenkamp, $3,160 in fiscal 2008; and Mr. Parmley, $6,006 in fiscal year 2008.

Employment Agreements and Other Post-Termination Agreements with Executive Officers

In 2005, the Company entered into an Executive Severance Agreement (each, an “Agreement” and collectively, the “Agreements”) with each of Messrs. Craig E. LaBarge, Randy L. Buschling, Donald H. Nonnenkamp, and John R. Parmley and Ms. Teresa K. Huber (each, an “Executive Officer” and collectively, the “Executive Officers”).  Each Agreement provides that, following a Change in Control (as defined by the Agreement), the Company will continue to employ the Executive Officer for a period not less than one year at his or her place of employment immediately prior to the Change in Control or within 50 miles thereof.  During that period, the Executive Officer would be entitled to a base salary in the amount not less than the annualized base salary paid or payable to him or her during the month immediately preceding the month in which the Change in Control occurs. He or she would also be entitled to an annual bonus equal to the same percentage of his or her base salary as the average bonuses paid to the Executive Officer in each of the five fiscal years most recently ended, after disregarding the highest and lowest of such percentages.  The Executive Officer would also be entitled, during such one-year period, to all pension, welfare and other employee benefits, fringe benefits and perquisites in amounts and on terms no less favorable than those to which he or she was entitled on the date of the Change in Control. 

Each Agreement also provides that, in the event of termination of the Executive Officer’s employment during such one-year period for reasons other than death, disability, or Cause (as defined by the Agreement) or voluntarily by the Executive Officer with Good Reason (as defined by the Agreement), the Executive Officer would be entitled to a lump sum payment from the Company equal to the sum of: (i) his or her salary and other compensation not yet paid by the Company through the date of termination; (ii) a bonus prorated for the portion of the year through the date of termination; (iii) the product of three times the sum of (x) the Executive Officer’s salary plus (y) a bonus payment equal to the average of the three previous year’s bonus payments; and (iv) accrued vacation pay.  The Company would also be required to provide to the Executive Officer for three years after such a termination all medical, hospitalization, disability and certain other benefits in amounts and on terms not less favorable than those to which he or she was entitled at the time of termination.  If the foregoing amounts were not paid when due, they would bear interest at the rate of 15% per annum.  The Agreements provide for appropriate adjustments of such payments if they would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended.

To estimate the amount payable by the Company upon a Change in Control, it is assumed that the named executive officers are terminated immediately upon the Change in Control rather than employed for one year.  Assuming the Change in Control took place on the last day of fiscal year 2010, the following payments would be due to: Mr. LaBarge, $2,375,000; Mr. Buschling, $1,605,000; Mr. Nonnenkamp, $1,280,000; Mr. Parmley, $1,072,500; and Ms. Huber, $948,500.

In the event of a Change in Control of the Company, the named executive officers are entitled to receive accelerated payments under the Company’s 2004 Long Term Incentive Plan. Assuming the Change in Control took place on the last day of fiscal year 2010, those Change in Control payments would be as follows:  Mr. LaBarge, $1,500,000; Mr. Buschling, $960,000; Mr. Nonnenkamp, $645,000; Mr. Parmley, $324,000; and Ms. Huber, $324,000.

The Company has entered into a Competitive Practices Agreement with each of its Executive Officers. The Agreements restrict Executive Officers from engaging in competitive practices with the Company for a period of two years following termination of employment.

●

the terms of the transaction;

●

the potential impact of the transaction on the Company’s results of operations, financial position and cash flows;

●

whether the terms of the transaction are no less favorable to the Company than if the other party did not have an affiliation or other relationship with a related person; and

●

the identity of the related person and the impact of the transaction on the related person’s independence.

PROPOSAL 2:

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Independent Registered Public Accountants’ Fees

KPMG LLP served as the Company’s independent registered public accountants for the fiscal years ended June 27, 2010, and June 28, 2009.

Aggregate fees for professional services rendered for the Company by KPMG for such fiscal years were:

Fiscal Year Ended

June 27,
2010

June 28,
2009

Audit fees

$

592,325

$

576,000

Audit-related fees

---

---

Tax fees

---

---

All other fees

---

12,000

  Total

$

592,325

$

588,000

Audit fees were for professional services rendered for the audits of the consolidated financial statements of the Company and the review of documents filed by the Company with the SEC. These fees include the audit of internal controls in compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

Other fees in fiscal 2009 were for professional services rendered to assist the Company in acquisition due diligence.

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company’s independent registered public accountants.  These policies generally provide that the Company will not engage the independent registered public accountants to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee. The Audit Committee has granted the Vice President and Chief Financial Officer the authority to engage KPMG for audit-related and tax services not exceeding $25,000. Such engagements are then formally approved by the Audit Committee at its next meeting.  All fees billed for fiscal years 2010 and 2009 were pre-approved by the Audit Committee.

The Board of Directors Recommends That You Vote
“FOR” Ratification of the Selection of KPMG LLP as the Company’s Independent Registered Public Accountants for Fiscal 2011. 

Report of the Audit Committee

The primary role of the Audit Committee is oversight of the Company’s financial reporting process, public financial reports, internal accounting and financial controls, and the independent audit of the annual consolidated financial statements.  The Board, in its business judgment, has determined that the members of the Audit Committee are “independent” and “financially literate” as required by the NYSE Amex.  In addition, the Board has determined, in its business judgment, that Lawrence J. LeGrand qualifies as an “audit committee financial expert” as that term is defined by the SEC.  The Committee acts under a charter.  A current copy of the charter is available on the Company’s website, www.labarge.com.  The Committee reviews the adequacy of the charter at least annually.

Committee members are not professionally engaged in the practice of accounting or auditing, and are not experts under the Securities Act of 1933, as amended in either of those fields, or in auditor independence.  In carrying out its responsibilities, the Committee looks to management and the independent auditors.  Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls.  The independent auditors are responsible for auditing the Company’s consolidated financial statements and expressing an opinion as to their conformity to accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee meets at least each quarter with management to review the Company’s quarterly financial results and with the independent auditors to review the results of their quarterly review before the publication of the Company’s earnings press releases. The Audit Committee assists the Board in establishing procedures for receipt and treatment of complaints received by the Company regarding accounting, internal controls and other matters, including the confidential anonymous submission by the Company’s employees, received through established procedures, of any concerns regarding questionable accounting or auditing matters. The Audit Committee has reviewed and discussed with management and the independent auditors the Company’s fiscal 2010 audited consolidated financial statements.  Management and the independent auditors told the Audit Committee that the Company’s financial statements were fairly stated in accordance with generally accepted accounting principles.  The Audit Committee also has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, as adopted the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T, relating to communication with audit committees.  In addition, the Audit Committee has received from the independent auditors the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence and has discussed with the independent auditors the independent auditors’ independence.  The Audit Committee has considered whether the independent auditors’ provision of non-audit services to the Company is compatible with maintaining the auditors’ independence.

The Audit Committee discussed with the Company’s independent auditors the overall scope and plans for their audit.  The Audit Committee met with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

The Audit Committee has reviewed and discussed with management its assessment and report on the effectiveness of the Company’s internal control over financial reporting as of June 27, 2010, which it made using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework.  The Audit Committee has also reviewed and discussed with the independent auditors its report on internal control over financial reporting.  The Company published these reports in its Annual Report on Form 10-K for the fiscal year ended June 27, 2010.

The Audit Committee pre-approved all services provided by the independent auditors in fiscal 2010. Pre-approval includes audit services and other services. In some cases, the full Audit Committee provides pre-approval for up to a year, related to a particular defined task or scope of work and subject to a specific budget. In other cases, the Chairman of the Audit Committee has the delegated authority from the Audit Committee to pre-approve additional services, and the Chairman then communicates such pre-approvals to the full Audit Committee. To avoid certain potential conflicts of interest, the law prohibits a publicly traded company from obtaining certain non-audit services from its independent registered public accountants. The Company obtains these services from other service providers as needed. See “Proposal 2: Ratification of Appointment of Independent Registered Public Accountants” for more information regarding fees paid to the independent auditor.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the Company’s fiscal 2010 audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2010 for filing with the SEC.

The Audit Committee has retained KPMG to audit the Company’s financial statements for fiscal 2011.

Committee Members:

Lawrence J. LeGrand, Chairman

Thomas A. Corcoran

John G. Helmkamp, Jr.

Voting Securities and Ownership Thereof By Management and Certain Beneficial Owners
 

Set forth below is information, as of September 24, 2010, concerning all persons known to the Company to be beneficial owners of more than 5% of the Common Stock outstanding on the Record Date, and beneficial ownership of Common Stock by each Director and nominee for Director of the Company, each named executive officer of the Company and all executive officers and directors as a group (unless otherwise indicated, such ownership represents sole voting and sole investment power).

Name and Address of
Beneficial Owner (1)

Amount and Nature of
Beneficial Ownership

Percent
of Class (2)

Directors and Named Executive Officers:

Randy L. Buschling

212,285 - (3) (4) (5)

1.3%    

Robert G. Clark

8,385

*    

Thomas A. Corcoran

1,500

*    

John G. Helmkamp, Jr.

365,196 - (6)

2.3%    

Teresa K. Huber

53,225 - (3) (4) (5)

*    

Craig E. LaBarge

1,785,114 - (3) (4) (5) (7)

11.0%    

Lawrence J. LeGrand

1,218,485 - (8) (9)

7.6%    

Donald H. Nonnenkamp

212,913 - (3) (4) (5)

1.3%    

John R. Parmley

73,519 - (3) (4) (5)

*    

Jack E. Thomas, Jr.

3,685

*    

All executive officers and directors as a group
(11 persons)

3,754,502 - (4)

23.0%    

5% Stockholders:

Joanne V. Lockard
c/o Plancorp, Inc.
540 Maryville Centre Drive, Suite 105
St. Louis, MO 63141

1,217,335 - (9) (10)

7.6%    

Leo V. Garvin, Jr.
c/o Plancorp, Inc.
540 Maryville Centre Drive, Suite 105
St. Louis, MO 63141

1,208,485 - (9)

7.5%    

Wentworth, Hauser & Violich, Inc.
301 Battery Street, Suite 400
San Francisco, CA  94111

854,300 - (11)

5.3%    

(1)

The address of each named executive officer and Director is c/o LaBarge, Inc., 9900 Clayton Road, St. Louis, Missouri 63124.

(2)

Percent of class is calculated on the basis of 15,958,839 Common Shares outstanding on September 24, 2010.

(3)

Includes the following number of shares awarded under the 2004 Long Term Incentive Plan that are restricted until July 1, 2012: Mr. Buschling, 28,100; Ms. Huber, 9,484; Mr. LaBarge, 43,906; Mr. Nonnenkamp, 18,880; and Mr. Parmley, 9,484.

(4)

Includes options exercisable within 60 days for the following number of shares under the 1995 Incentive Stock Option Plan and the 1999 Non-Qualified Stock Option Plan:  Mr. Buschling, 20,000; Ms. Huber, 15,000; Mr. LaBarge, 220,452; Mr. Nonnenkamp, 68,600; Mr. Parmley, 24,500.  All executive officers and Directors as a group – 348,552 shares.

(5)

Includes the following number of shares held in employee contribution accounts, Company unrestricted match accounts and Company restricted match accounts, respectively, of the Company’s 401(k) Benefit Plan: Mr. Buschling: -0-, 6,788 and -0-; Ms. Huber: -0-, 1,671 and -0-; Mr. LaBarge: 105,019, 126,835 and -0-; Mr. Nonnenkamp: -0-, 5,876 and -0-; and Mr. Parmley: -0-, 6,742 and -0-. The named persons have sole voting power with respect to all shares held in their accounts, and have sole dispositive power with respect to the shares held in their Company unrestricted match accounts. Except as noted below, the named persons have no dispositive power with respect to shares held in their Company restricted match accounts. In addition, Messrs. LaBarge and Nonnenkamp as administrators of the Company 401(k) Benefit Plan have shared dispositive power and no voting power (except for shares in their own accounts) as to 780 shares held in the Company restricted match accounts. Messrs. LaBarge and Nonnenkamp disclaim beneficial ownership of all shares held in the Company restricted match accounts of employees other than themselves.

(6)

Includes 2,600 shares held by Mr. Helmkamp’s spouse in her name, 3,911 shares in her IRA and 22,000 shares held in a trust, of which she acts as trustee.  Also includes 45,300 shares held in three trusts for the benefit of Mr. Helmkamp’s children and 43,500 shares held in a charitable remainder trust. Mr. Helmkamp is trustee of the aforesaid trusts.  Mr. Helmkamp disclaims beneficial ownership of all these shares.

(7)

Includes 74,548 shares held by Mr. LaBarge’s spouse in her name, 34,000 shares held in her IRA and 14,702 shares as custodian for their two children.  Mr. LaBarge disclaims beneficial ownership of these shares.  Also includes 18,172 shares held by a trust for two children of Mr. LaBarge.  Mr. LaBarge is a co-trustee of the trusts and disclaims beneficial ownership. Also includes 913,944 shares owned in Mr. LaBarge’s individual capacity and 20,000 shares held in his IRA. Also includes 212,756 shares held in a generation skipping trust for the benefit of Mr. LaBarge’s two children, of which Mr. LaBarge disclaims beneficial ownership.

(8)

Includes 5,000 shares held in Mr. LeGrand’s individual capacity and 5,000 shares held by Mr. LeGrand’s spouse.

(9)

Includes 1,208,485 shares of Common Stock held by various trusts, the beneficiaries of which are generation skipping trusts for the benefit of the children of the late Pierre L. LaBarge, Jr. Ms. Lockard and Messrs. Garvin and LeGrand, as personal representatives of Pierre L. LaBarge, Jr.’s estate, each has shared voting and shared dispositive power of the these trusts.

(10)

Includes 1,406 shares owned jointly with Ms. Lockard’s spouse of which she has shared voting and dispositive power and 7,444 shares held in her IRA as to which she has sole voting power.

(11)

Based on information submitted on Form 13G/A filed on February 16, 2010.

OTHER MATTERS

By Order of the Board of Directors,

/s/DONALD H. NONNENKAMP

Donald H. Nonnenkamp

Vice President, Chief Financial Officer and Secretary

7-Eleven

CIGNA

Hilti -- US

Pantry

Abercrombie & Fitch

City of Philadelphia -- Philadelphia Gas Works

HMS Host

Papa Gino's

Ace Hardware

CKE Restaurants

Hoffman Roche Group

Papa John's International

ACUITY

CKE Restaurants -- Hardee's

Hollister-Stier Laboratories

Par Pharmaceuticals

Advance Auto Parts

Claim Jumper Restaurants

Home Depot, The

Patheon Pharmaceuticals

Aeropostale

Clariant

Honeywell -- Specialty Materials

Patina Restaurant Group

AES

Clement Pappas

Hooters of America

Penn National Insurance

Aetna

CNH Global

Horace Mann Insurance

Penske Truck Leasing

AFC Enterprises

Coach

Horizon Blue Cross Blue Shield of New Jersey

Perfetti Van Melle USA

Agfa -- Agfa Materials

Cognis

Hormel Foods

PERI USA

Ahold USA

Colgate-Palmolive

Hot Topic

Perkins Restaurant & Bakery

Ahold USA -- Giant Food Stores

Collective Brands

Howden Buffalo

Pernod Ricard SA -- Pernod Ricard USA

Ahold USA -- Stop & Shop Supermarket

Collin County, TX

Huhtamaki

PETCO

Air Liquide America

Columbia Insurance

Huntsman -- Textile Effects

Petrobras Americas

Air Products and Chemicals

Comcast Cable Communications

Hyundai -- Hyundai Motor America

PETsMART

AK Steel

Community Options, Inc.

ICL Industrial Products

Pfizer

Akzo Nobel -- National Starch

Compass Group -- NAD

ICON

PG&E -- Pacific Gas and Electric

Alcon Laboratories

Compass Group -- Wolfgang Puck

Ilitch Holdings -- Little Caesar Enterprises

Pharmacy Onesource, Inc.

Alex Lee

Connecticut Hospital Association

Ilitch Holdings -- Little Caesar Enterprises Restaurants

Philip Morris International

Alex Lee -- Institution Food House

Constellation Brands

Illinois Municipal Retirement Fund

Phillips-Van Heusen

Alex Lee -- Lowes Foods Stores

Constellation Brands - Constellation Services

Illinois Tool Works

Physicians Mutual Insurance

Alex Lee -- Merchants Distributors

Constellation Brands -- Constellation Wines US

Independence Blue Cross

Piedmont Natural Gas

Alexander & Baldwin

Constellation Brands - Fusion

Ineos

Pier 1 Imports

Alexander & Baldwin -- Agribusiness

Constellation Brands - North America IT

Infineum USA

Pilkington

Alexander & Baldwin -- Matson Navigation

Continental Automotive Systems

Innophos

Pinnacol Assurance

Alexander & Baldwin -- Property Development & Management

Cooper Industries

In-N-Out Burger

Pioneer Hi-Bred International

Alfa Mutual Insurance Company

Cooper Industries -- B-Line

Institute of Nuclear Power Operations

PJM Interconnection

Alkermes

Cooper Industries -- Bussmann

International Dairy Queen

Ply Gem Siding Group

Allianz Life Insurance of North America

Cooper Industries -- Cooper Tools

International Flavors & Fragrances

PNM Resources

Alzheimer's Disease and Related Disorders Association

Cooper Industries -- Crouse-Hinds ECM

INVISTA

Polo Ralph Lauren

Amazon.com

Cooper Industries -- Lighting

Iroquois Pipeline

Port Authority of New York and New Jersey

Amcor Limited

Cooper Industries -- Power Systems

Isuzu Motors -- Isuzu Commercial Truck of America

Powersouth

Amcor Limited -- Amcor PET Packaging

Cooper Industries -- Wiring Devices

Isuzu Motors -- Isuzu North America

PPG Industries

American Crystal Sugar

Cosi

Isuzu Motors Limited -- Isuzu Motors America

PPG Industries -- Chemicals

American Eagle Outfitters

Costco Wholesale

J. C. Penney

PPG Industries -- Coatings & Resins

American Enterprise Group

COUNTRY Insurance & Financial Services

J.Crew

PPG Industries -- Glass

American Express -- CM

COUNTRY Insurance & Financial Services -- MiddleOak

Jack in the Box

PRA International

American Family Insurance Group

Coventry Health Care

Jack in the Box -- Jack in the Box

Praxair

American Institute of Graphic Arts (AIGA)

Covidien - Mallinckrodt

Jack in the Box -- Qdoba Restaurant Group

Premera Blue Cross

American Transmission

CSN

Jacmar -- Shakey's USA

Premier

Americas Styrenics

Culinary Institute of America

Japan Tobacco -- JT International USA

Principal Financial Group

Amerigroup

CUNA Mutual

Jewelers Mutual Insurance

Procter & Gamble

AmeriHealth Mercy Family of Companies

Curtiss-Wright

Joe's Crab Shack

Public Works Commission of Fayetteville, North Carolina

AmerisourceBergen Corporation

Curtiss-Wright -- Metal Improvement

Johnny Rockets Group

Quiznos Master

Amsted Industries

Curtiss-Wright--Controls

Johnson County Government

QVC

Amsted Industries -- Amsted Rail

Curtiss-Wright--Flow Control

Joy Global

Real Mex Restaurants

Amsted Industries -- Baltimore Aircoil

CVS/Caremark

Joy Global -- Joy Mining Machinery

Recreational Equipment

Amsted Industries -- Burgess Norton

Cytec Industries

Kaiser Foundation Health Plan