Given this week's price performance, I feel pretty good about voting For the following proxy item:
ITEM 4 —REAPPROVAL OF THE PERFORMANCE GOALS UNDER THE 1996 EXECUTIVE
INCENTIVE PLAN
The Compensation Committee may set performance periods and performance goals which differ from
participant to participant.For example,the Compensation Committee may choose performance goals based on
either company-wide or business unit results,as deemed appropriate in light of the participant ’s specific
responsibilities.For purposes of qualifying awards as performance-based compensation under Section 162(m),
the Compensation Committee may (but is not required to)specify performance goals for the entire company
and/or one of our business units.
After the end of each performance period,determination will be made as to the extent to which the
performance goals applicable to each participant were achieved or exceeded.The actual award (if any)for each
participant will be determined by the level of actual performance which was achieved.However the
Compensation Committee retains discretion to eliminate or reduce the actual award payable to any participant
below that which otherwise would be payable under the applicable formula.Awards under the Incentive Plan
generally will be payable in cash after the end of the performance period during which the award was earned.
Given that payments under the Incentive Plan are determined by comparing actual performance to the
performance goals established by the Compensation Committee,it is not possible to conclusively state the
amount of benefits which will be paid under the Incentive Plan for any performance period.The following table
sets forth the awards that would have been earned by each of the following persons and groups under the
Incentive Plan in 2001.Because the 2001 performance goals have not yet been established the amounts in the
table have been calculated by applying the performance goals that were adopted by the Compensation
Committee for 2000 under our current bonus plan based on 2000 results.
Name and Position...............................................Projected dollar Value Based on
2000 Objectives
W.J.Sanders III ........................................................$5,000,000
Chairman and Chief Executive Of ficer
Hector de J.Ruiz .......................................................$3,093,370
President and Chief Operating Of ficer
Robert R.Herb ..........................................................$2,620,504
Executive Vice President and Chief Sales and Marketing Of ficer
William T.Siegle .......................................................$956,288
Senior Vice President,Technology and Manufacturing Operations,
Chief Scientist
Thomas M.McCoy .........................................................$402,804
Senior Vice President,General Counsel and Secretary
All executive of ficers as group (10 persons)............................$16,463,545
All other Vice President Incentive Program participants (33 persons)....$6,085,684
The Compensation Committee may amend or terminate the Incentive Plan at any time and for any reason,
as required or appropriate,in order to continue the plan ’s quali fication under Section 162(m).Material
amendments to the Incentive Plan will be subject to stockholder approval.
As discussed above,if the stockholders reapprove the performance goals of the Incentive Plan,the
compensation payable under the Incentive Plan is expected to qualify as ‘‘performance-based compensation ’’
and be fully deductible by us.
Your Board of Directors unanimously recommends that you vote ‘‘FOR ’’reapproval of the
performance goals of the Incentive Plan.Unless you indicate otherwise,your proxy will vote ‘‘FOR ’’
reapproval.
dh |
