This excerpt taken from the HAS DEF 14A filed Apr 17, 2006.
Executive Compensation Philosophy
In structuring the compensation of the Companys executive officers (including those five named executive officers appearing in the Summary Compensation Table that immediately follows this report) the Committees fundamental objectives are to attract and retain talented executives, align the interests of the Companys executives with the long-term goals of the Companys shareholders, and reward achievement of the Companys goals and increases in long-term shareholder value by the executives. To achieve these objectives the Committee structures the Companys 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 Companys 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 Companys executive compensation programs are reasonable and effective in promoting and rewarding the performance of the Companys executives, achievement of the Companys 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 Companys
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.