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This excerpt taken from the HAS DEF 14A filed Apr 8, 2008. Additional
Detail on 2007 Management Incentive Awards
The Annual Performance Plan has been approved by the
Company’s shareholders and is intended to allow for the
deduction by the Company of the bonuses paid to “covered
employees” as defined in Code Section 162(m). The
Committee is not able to increase the award payouts under the
Annual Performance Plan to reflect discretionary factors or
individual performance. The Committee may only exercise negative
discretion to reduce awards, to as low as 0%, that would
otherwise be payable to participants under the terms of the
Annual Performance Plan. To the extent that the Committee
determined it was appropriate to reward Mr. Verrecchia,
Mr. Goldner or Mr. Hargreaves for achievement of
subjective goals or individual performance, the Committee would
need to award discretionary bonuses outside of the Annual
Performance Plan. Neither Mr. Verrecchia, Mr. Goldner
nor Mr. Hargreaves received a discretionary bonus award for
fiscal 2007.
The MIP is not a shareholder approved plan. The primary
difference in administering the MIP, as compared to the Annual
Performance Plan, is that under the MIP the Company is able to
adjust actual award payouts, either up or down, based upon
individual performance. Bonuses earned under the MIP are subject
to adjustment downward to as low as 0% and upward by a factor of
up to an additional 50% (25% in the case of officers at the
level of Mr. Nagler and Mr. Bifulco), based on
individual performance against specified individual management
objectives under the MIP.
In all cases, the bonuses for performance under the Annual
Performance Plan and the MIP for executive officers were
reviewed and approved by the Committee. The bonuses for the
Company’s Chief Executive Officer and Chief Operating
Officer were also reviewed and approved by the full Board.
In addition to establishing the performance criteria and target
performance objectives for each such criteria, in the first
quarter of 2007 the Committee also established (i) maximum
awards for the executives participating in the Annual
Performance Plan and (ii) target bonus awards and threshold
and maximum awards for each executive officer participant in the
MIP corresponding with various levels of performance against the
designated corporate and, to the extent applicable, business
unit objectives. Management incentive bonus targets
and/or
maximums were set at levels the Committee believed appropriately
rewarded the executive in question for their responsibility and
the contribution which would be required from such executive for
the Company to achieve its stated objectives. The
Table of Contents
maximum awards for each of the Named Executive Officers for
2007, as well as the threshold and target awards for Named
Executive Officers participating in the MIP Plan, are included
in the Grants of Plan-Based Awards table that follows this
discussion.
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