This excerpt taken from the EYE DEF 14A filed Apr 20, 2006.
Bonus. For 2005, the committee designated Mr. Mazzo as a 162(m) Participant under the 2002 Bonus Plan and established a 2005 maximum bonus for Mr. Mazzo of $1,000,000 if the company achieved the targets for operating income and/or revenue established by the committee. After reviewing AMOs performance as compared to the target, the committee awarded Mr. Mazzo a bonus of $500,000 for 2005. In determining Mr. Mazzos bonus award, the committee also considered the following, among other factors:
· Mr. Mazzos leadership ability amidst the complexity of two integration plans and times of change for AMO and for the marketplace for AMOs products.
· Successful acquisition and integration of the VISX business.
· Successful completion of the Pfizer transaction integration.
· AMOs performance in key product areas and overall.
· The discipline of devising and instituting the product rationalization and repositioning program.
· The development and implementation of a new organizational alignment among the three strategic business units.
· Positioning AMO for future growth and success.
The committee also considered the corporations financial performance as compared to comparator companies and relevant indices, competitive data for CEOs of similarly situated companies, and historical bonus compensation paid to Mr. Mazzo.
On February 8, 2006, the Board again designated Mr. Mazzo as a 162(m) Participant under the 2002 Bonus Plan for 2006. The committee further established a maximum 2006 bonus for Mr. Mazzo of $1,000,000 if the company achieves the operating income and/or revenue targets established by the committee. The committee reserved the right to decrease the bonus to be paid below $1,000,000 based on the companys financial performance and Mr. Mazzos individual performance relative to the goals established for Mr. Mazzo.