This excerpt taken from the GIS DEF 14A filed Aug 14, 2007.
Tax Deductibility of Compensation
Our Executive Incentive Plan and the 2005 Stock Compensation Plan have each been structured with the intention that cash incentive payments, restricted stock units and stock options 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. In this Proxy Statement, we are proposing that stockholders approve the 2007 Stock Compensation Plan, which provides for performance-based compensation that qualifies for tax deductibility under Section 162(m).
Alternative Summary Compensation Table
In order to illustrate the link between our executive pay programs and our corporate performance for fiscal 2007, the “Stock Awards” and “Option Awards” columns in this table use the grant date fair value of the annual and long-term incentive equity awards that were earned for fiscal 2007 performance but granted after fiscal year end. Other information, including footnotes, remain identical to those presented in the Summary Compensation Table which follows this table. The Summary Compensation Table presents the compensation cost that we reported in our financial statements for fiscal 2007 for multiple years of equity awards, as required by the SEC rules, but does not include the equity awards that were granted after fiscal year end.
ALTERNATIVE SUMMARY COMPENSATION TABLE
The equity awards included in the Alternative Summary Compensation Table are: