|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the HAS DEF 14A filed Apr 6, 2009. Summary
Description of the 2009 Performance Plan
The following is a summary description of the 2009 Performance
Plan and is therefore not complete. A complete copy of the 2009
Performance Plan is annexed to this proxy statement as
Appendix D.
Administration
The 2009 Performance Plan will be administered by the
Compensation Committee of the Board of Directors. The Committee
has the sole authority to select participants under the 2009
Performance Plan, to set Performance Goals (as defined below)
for participants and to make rules and regulations for the
administration of the 2009 Performance Plan. The interpretations
and decisions of the Committee with regard to the 2009
Performance Plan are final and conclusive, and the Committee has
the full power and authority in its sole discretion to reduce,
or to refuse to make (but not to increase), any payment payable
as a result of the achievement of a Performance Goal.
Eligibility
Eligibility for participation in the 2009 Performance Plan is
limited to executive officers of the Company who are selected in
the sole discretion of the Committee. No person is automatically
entitled to participate in the 2009 Performance Plan in any plan
year. Awards under the 2009 Performance Plan will be made only
to those executive officers whose remuneration for the year is
expected to potentially be subject to the Section 162(m)
deduction
limitation. The 2009 Performance Plan is intended to replace the
2004 Performance Plan for awards made in fiscal 2010 and
thereafter. The participants in the Company’s existing 2004
Performance Plan, as selected by the Committee for the 2009
fiscal year, are Brian Goldner, the Company’s President and
Chief Executive Officer, and David D.R. Hargreaves, the
Company’s Chief Operating Officer and Chief Financial
Officer. However, in future years, the Committee may select
other executive officers to be eligible for participation under
the 2009 Performance Plan. For 2009 the Committee has
established net revenue, operating margin and free cash flow
performance metrics which will, based on the Company’s
performance against those metrics in fiscal 2009, determine
Mr. Goldner’s and Mr. Hargreaves’ potential
incentive awards under the 2004 Performance Plan for 2009.
Performance
Goals
The Committee will designate one or more performance goals under
the 2009 Performance Plan for each fiscal year (each a
“Performance Goal”) for each participant. Each
Performance Goal will be established in writing no later than
ninety (90) days after the commencement of the period of
service to which the performance relates (or such earlier time
as is required to qualify the performance award as
performance-based under Section 162(m) of the Code).
The Performance Goals for each participant shall be objectively
determinable measures of performance based on any one or a
combination of the following criteria for the fiscal year: cash
net earnings; core brands growth; core brands net revenues; cost
control; earnings before income taxes; earnings before interest
and taxes; earnings before interest, taxes and depreciation;
earnings before interest, taxes, depreciation and amortization;
economic value added; free cash flow; gross profit; net cash
provided by operating activities; net earnings; earnings per
share; net earnings per share; net revenues; operating margin;
operating profit; return on assets; return on capital
investment; return on net revenues; return on shareholders’
equity; sales; stock price; total shareholder return on common
stock relative to S&P 500 Index; total shareholder return
on common stock relative to Russell 1000 Consumer Discretionary
Index and working capital. These business criteria may be
measured (i) on a consolidated basis or (ii) on the
basis of performance in a segment, division, sector or other
business unit (including the performance of one or more
designated products or brands), all as selected by the Committee
in each individual case.
Determination
of Benefits
The Committee will designate the Performance Goals for each
participant in the 2009 Performance Plan for every fiscal year
and will also establish the maximum amount, expressed as a
percentage of Earned Salary (as defined in the 2009 Performance
Plan) that will be payable to each participant if the
Performance Goals for such participant are achieved at specified
levels. In no event will the amount paid to any one individual
as a performance award under the 2009 Performance Plan in
respect of any given fiscal year exceed the lesser of 300% of
that individual’s base salary for the year in question or
$4.0 million.
Payment
of Awards
All performance awards under the 2009 Performance Plan with
respect to a fiscal year will be paid by March 15 of the
following fiscal year.
Estimate
of Benefits
The amounts that will be paid pursuant to the 2009 Performance
Plan are discretionary and are therefore not currently
determinable. However, two executive officers have been selected
to participate in the existing 2004 Performance Plan for fiscal
2009. The 2009 Performance Plan will replace the 2004
Performance Plan for awards made in fiscal 2010 and thereafter.
The table set forth below provides the maximum bonus which can
be paid for 2009 to each of the two executive officers chosen to
participate in the 2004 Performance Plan in 2009, based on their
current salary, as well as the actual bonuses those two officers
received under the 2004 Performance Plan, with
respect to their services in 2008. Changes in salary for one or
both of the officers in fiscal 2009 may change the amounts
set forth in the table.
If the shareholders do not approve the 2009 Performance Plan,
the Company may not be able to take a tax deduction for some or
all of the management incentive award compensation which it pays
to its Covered Employees for fiscal 2010 and subsequent years.
Amendment
or Termination
The Committee may terminate or suspend the 2009 Performance Plan
in whole or in part at any time, and may amend the 2009
Performance Plan from time to time in any respect, provided that
no amendment for which shareholder approval is required either
by the Code in order to assure the deductibility by the Company
of payments payable under the 2009 Performance Plan, or by other
applicable law, will be effective without such shareholder
approval having been obtained. The 2009 Performance Plan, if
approved by the Company’s shareholders, will remain in full
force and effect for future fiscal years of the Company unless
amended or terminated by the Committee. However, under
Section 162(m), the exemption for performance-based
compensation would not be available for awards beyond 2014
unless the 2009 Performance Plan is reapproved by shareholders.
Approval
The affirmative vote of a majority of the shares of Common Stock
present (in person or by proxy) and entitled to vote at the
Meeting on the 2009 Performance Plan is required for approval of
the 2009 Performance Plan. Abstentions are considered shares
entitled to vote on the proposal and as such abstentions are the
equivalent of a vote against the proposal. In contrast, broker
non-votes are not counted as present and entitled to vote on the
proposal for purposes of determining if the proposal receives an
affirmative vote of a majority of the shares present and
entitled to vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR APPROVAL OF THE 2009 PERFORMANCE PLAN.
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||
