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This excerpt taken from the HBI DEF 14A filed Mar 12, 2009. Discussion
of Summary Compensation Table and Grants of Plan-Based Awards
Table
As discussed above under Elements of Compensation and
Analysis of Compensation Decisions, the base salaries for
our named executive officers are determined based on their
experience and the scope of their responsibilities both on an
individual basis and in relation to the experience and scope of
responsibilities of other executives. The Compensation Committee
also applies the executive compensation benchmarking criteria.
For the fiscal year ended January 3, 2009, bonuses were
paid in accordance with the performance targets set under the
AIP. See Elements of Compensation and Analysis of
Compensation Decisions for an analysis of the salary and
bonus paid to our named executive officers for the fiscal year
ended January 3, 2009.
During 2008, consistent with the objectives of the Omnibus
Incentive Plan of providing employees with a proprietary
interest in our company and aligning employee interest with that
of our stockholders, we made long-term incentive equity awards
in respect of our 2008 and 2009 fiscal years, as described
above. For executive officers, including the named executive
officers, the form of these awards was split evenly between
stock options and restricted stock units (except that
Mr. Noll received his entire 2008 award in the form of
stock options) that vest 33%, 33% and 34% on the first
anniversary, second anniversary and third anniversary,
respectively, of the date of grant. As discussed above, the
Compensation Committee determined that a change in the mix of
stock options and restricted stock units issued to Mr. Noll
was appropriate as a means of further linking pay to
performance. The number of stock options granted to each
recipient was determined based on a Black-Scholes option-pricing
model. The exercise price of the stock options is 100% of the
fair market value of our common stock on the grant date. For the
2009 awards, the Compensation Committee, upon the recommendation
of the Cook firm and after reviewing benchmark information,
determined to grant stock options that expire ten years after
the grant to be more consistent with current market practice.
Stock options previously awarded generally expire seven years
after the date of grant date. The awards made to our named
executive officers are reflected in the Summary
Compensation Table and the Grants of Plan-Based
Award Table above and are discussed above in
Elements of Compensation and Analysis of Compensation
Decisions.
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