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This excerpt taken from the HAS DEF 14A filed Apr 17, 2006. Executive
Compensation Philosophy
In structuring the compensation of the Company’s executive
officers (including those five named executive officers
appearing in the Summary Compensation Table that immediately
follows this report) the Committee’s fundamental objectives
are to attract and retain talented executives, align the
interests of the Company’s executives with the long-term
goals of the Company’s shareholders, and reward achievement
of the Company’s goals and increases in long-term
shareholder value by the executives. To achieve these objectives
the Committee structures the Company’s executive
compensation and benefits so as to:
The Committee employed the assistance of an outside executive
compensation consultant to provide benchmarking information and
other assistance to the Committee in structuring the
Company’s 2005 executive compensation program. Although
this outside consultant has performed other services for the
Company, in the case of providing this assistance to the
Committee the consultant was retained by, and reported directly
to, the members of the Committee. The outside consultant
provided additional information as to whether the Company’s
executive compensation programs are reasonable and effective in
promoting and rewarding the performance of the Company’s
executives, achievement of the Company’s financial goals
and increases in the long-term value of the Company to its
shareholders.
The Committee considers the requirements of Code
Section 162(m) in determining the various elements of its
executive compensation program and, to the extent it is
consistent with meeting the objectives of the Company’s
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executive compensation program, structures such compensation to
maximize the ability of the Company to deduct such compensation.
However, the Committee reserves the right to award compensation
that would not be deductible under Section 162(m) where the
Committee believes this is in the best interests of the Company
and its shareholders.
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