This excerpt taken from the ATU DEF 14A filed Dec 5, 2008.
APPROVAL OF THE ACTUANT CORPORATION 2009 OMNIBUS INCENTIVE PLAN
On November 6, 2008, our board of directors approved, subject to shareholder approval, the Actuant Corporation 2009 Omnibus Incentive Plan (the 2009 Omnibus Plan). We are submitting the 2009 Omnibus Plan to our shareholders for approval, which is required under the terms of the 2009 Omnibus Plan for awards granted under it to be valid and effective. We are also seeking shareholder approval in accordance with the requirements of the New York Stock Exchange rules and in order for certain awards under the 2009 Omnibus Plan to qualify as performance-based compensation that is exempt from the $1 million deduction limit imposed by Section 162(m) of the Internal Revenue Code.
We believe that appropriate equity incentives are important to attract and retain the highest caliber of employees and directors, to link incentive rewards to company performance, to encourage employee and director ownership in our company, and to align the interests of our employees and directors to those of our shareholders. The approval of the 2009 Omnibus Plan will enable us to continue to provide such incentives.
If the 2009 Omnibus Plan is approved by our shareholders, no future awards will be granted under our 2002 Stock Plan, our 2001 Stock Plan or our 2001 Outside Directors Stock Plan (collectively referred to as our existing stock plans). If the 2009 Omnibus Plan is not approved by our shareholders, no awards will be granted under this plan. However, our Compensation Committee may continue to grant awards under our existing stock plans.