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This excerpt taken from the GIS DEF 14A filed Aug 10, 2009. Other
Compensation Policies
Stock Compensation Award Approval
In order to assure that the terms of all stock compensation
awards fully reflect the intent of the board of directors and
comply with all applicable requirements, we have strict
administrative guidelines on the timing and approval of stock
compensation awards. The compensation committee pre-approves all
awards to senior vice presidents and higher-level executive
officers, and the board pre-approves awards to the Chief
Executive Officer. They typically approve these awards at the
regularly scheduled June board meeting, when the rest of the
annual and long-term incentive awards are granted to our
employees. Under the terms of the 2007 and 2009 Stock
Compensation Plans, the company cannot grant stock options at a
discount to fair market value on the grant date. Except for the
annual June grant, awards to executive officers may not be
approved during trading blackout periods.
Independent Compensation Consultant Engagement
The compensation committee has adopted a policy for engagement
of the committee’s independent compensation consultant, in
order to ensure the consultant’s continuing independence
and its accountability to the committee. The compensation
committee has the sole authority to retain or replace the
independent compensation consultant. Compensation committee
approval is required prior to the company retaining the
independent compensation consultant, or his or her firm, for any
executive compensation services or other consulting services or
products above an aggregate annual amount of $25,000. In
accordance with the policy, the compensation committee selected
the firm of Frederic W. Cook & Co., Inc. to be its
independent consultant from fiscal 2010 forward. This firm
performs no other services for the company.
Tax Deductibility of Compensation
Our Executive Incentive Plan, the 2007 Stock Compensation Plan
and the proposed 2009 Stock Compensation Plan have each been
structured with the intention that cash incentive payments,
restricted
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stock units, stock options and stock appreciation rights awarded
under these plans can qualify as performance-based compensation,
which is tax-deductible to the company under Section 162(m)
of the Internal Revenue Code.
The following tables and accompanying narrative disclosure
should be read in conjunction with the Compensation Discussion
and Analysis, which presents objectives of our executive
compensation and benefits programs. The table below presents
compensation for individuals who served as Chief Executive
Officer and Chief Financial Officer during fiscal 2009, for each
of the other three most highly-compensated executive officers
who were serving as executive officers at the end of fiscal 2009
and for Mr. Darcy, an executive officer who retired during
fiscal 2009 but who otherwise would have qualified to be a named
executive officer (the “named executive officers”).
Mr. Mulligan and Mr. Friendly were not named executive
officers in fiscal 2007, and Mr. O’Leary was not a
named executive officer in fiscal 2007 or fiscal 2008, and
therefore information on their compensation for those fiscal
years is not included.
This excerpt taken from the GIS DEF 14A filed Aug 12, 2008. Other
Compensation Policies
Stock Compensation Award Approval Policy
In order to assure that the terms of all stock compensation
awards fully reflect the intent of the board of directors and
comply with all applicable regulatory requirements, we have
strict administrative guidelines on the timing and approval of
stock compensation awards. These guidelines have been reviewed
by the company’s compensation committee and audit
committee. The compensation committee must approve all stock
compensation awards to senior vice presidents and higher-level
executive officers. Except for annual stock option awards
granted each June, which the Chief Executive Officer may approve
for employees below senior vice president, no other stock
options can be awarded to new or current employees except with
the prior approval of the compensation committee. The
compensation committee has delegated authority to the Chief
Executive Officer to grant stock compensation awards other than
stock options to employees below senior vice president,
including incentive stock awards each June and restricted stock
units throughout the year to new hires or for promotion,
retention or recognition purposes. The Chief Executive Officer
may only approve these stock compensation awards on two
scheduled days in each calendar month to minimize the potential
for error. Except for the annual June grant, stock compensation
awards to executive officers may not be approved during trading
blackout periods.
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For all stock option awards, the exercise price is equal to the
closing sales price of our common stock on the New York Stock
Exchange on the grant date or, if shares were not traded on that
date, the most recent prior date when shares were traded. Under
the terms of the 2007 Stock Compensation Plan, the company
cannot grant stock options at a discount to fair market value on
the grant date.
Tax Deductibility of Compensation
Our Executive Incentive Plan and the 2007 Stock Compensation
Plan have each been structured with the intention that cash
incentive payments, restricted stock units, stock options and
stock appreciation rights awarded under these plans can be
qualified performance-based compensation, which is
tax-deductible to the company under Section 162(m) of the
Internal Revenue Code.
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The following tables and accompanying narrative disclosure
should be read in conjunction with the Compensation Discussion
and Analysis, which presents objectives of our executive
compensation and benefits programs. The table below presents
compensation for individuals who served as Chief Executive
Officer and Chief Financial Officer during fiscal 2008 and for
each of the other three most highly-compensated executive
officers who were serving as executive officers at the end of
fiscal 2008 (the “named executive officers”).
Mr. Mulligan and Mr. Friendly were not named executive
officers in fiscal 2007, and therefore information on their
fiscal 2007 compensation is not included.
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