This excerpt taken from the AKS DEF 14A filed Apr 22, 2005.
Compensation Philosophy and Policies
The Committees compensation philosophy is that a compensation program should strengthen the commonality of interests between management and the Companys stockholders, link compensation with Company performance, and enable the Company to attract, motivate and retain executives of high caliber and ability who will drive the Companys success. Consistent with that philosophy, the Committee believes that a significant portion of the overall compensation package for each of the Companys executive officers should consist of performance-based provisions, including performance-based vesting provisions for a portion of the equity incentives awarded to each executive officer. As set forth below, the Companys Management Incentive Plan and Long Term Performance Plan include such performance-based provisions. In 2004, the Committee recommended and the Board approved, subject to approval at the Companys 2005 annual meeting of shareholders, modifications to the Companys Stock Incentive Plan to provide for the award of stock having such performance-based vesting provisions. See Approval of Amendment and Restatement of the Companys Stock Incentive Plans beginning on page 26.
In 2003, pursuant to a recommendation of the Committee, the Board adopted a policy concerning shareholder approval of certain severance agreements with the Companys senior executives. That policy currently provides that the Board should seek shareholder approval or ratification of severance agreements with its senior executives entered into on or after May 13, 2003 if such agreements require payment of benefits
attributable to severance in an amount exceeding 2.99 times the sum of the senior executives annual base salary plus annual and long term incentive bonuses payable for the then-current calendar year.