This excerpt taken from the HAS DEF 14A filed Apr 6, 2009.
Purpose of the 2009 Performance Plan
The purpose of the 2009 Performance Plan is to promote the interests of the Company and its shareholders by providing incentive for participating senior executive officers to make significant contributions to the performance of the Company and to reward outstanding performance on the part of those individuals whose decisions and actions most significantly affect the growth, profitability and efficient operation of the Company.
If the shareholders approve the 2009 Performance Plan, the Company intends to grant management incentive awards in 2010 and thereafter, which the Company seeks to qualify as performance-based compensation, under the 2009 Performance Plan.
The 2009 Performance Plan is designed to enable the Company to make awards that qualify as performance based compensation exempt from the tax deduction limitations of Section 162(m) of the Code. Under Section 162(m) of the Code and regulations promulgated thereunder, a corporation whose stock is publicly traded generally is not entitled to an income tax deduction for remuneration paid to its chief executive officer or any of its three most highly compensated other executive officers, other than the chief financial officer (collectively the Covered Employees) to the extent that payments for any year to any such employee exceed $1 million, unless the payments are made under plans providing for qualifying performance-based compensation. The Company believes that if the 2009 Performance Plan is approved by the shareholders, awards made under the 2009 Performance Plan will qualify as performance-based compensation, although the Company has not requested or received, and does not expect to request or receive a ruling from the Internal Revenue Service to that effect.