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FL » Topics » REAPPROVAL OF THE PERFORMANCE GOALS OF THE LONG-TERM INCENTIVE COMPENSATION PLAN

This excerpt taken from the FL DEF 14A filed Apr 10, 2006.

REAPPROVAL OF THE PERFORMANCE GOALS OF THE
LONG-TERM INCENTIVE COMPENSATION PLAN

      Under Section 162(m) of the Internal Revenue Code, the Company cannot deduct certain compensation in excess of $1 million paid to the named executive officers of the Company (each, a “Covered Employee”). Certain compensation, including compensation paid based on the achievement of pre-established performance goals, is excluded from this deduction limit if the material terms under which the compensation is to be paid, including the performance goals to be used, are approved by shareholders. Shareholders approved the Long-Term Plan, amended and restated as of January 28, 1996, at the 1996 annual meeting, which satisfied these requirements. Shareholders reapproved the performance goals for this plan at the 2001 annual meeting. Section 162(m) requires that shareholders reapprove the performance goals under the plan every five years.

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