This excerpt taken from the ITT DEF 14A filed Mar 27, 2009.
2009 Long-Term Incentive Awards
The following table describes 2009 long-term incentive awards for the NEOs. The awards reflect the Committees decision to reduce the 2009 long-term incentive pool by 10% over the prior year levels, in light of current economic uncertainty.
Ms. McClains long-term incentive opportunities were reduced 10% from those long-term incentive opportunities applicable to the promotional level described on page 37. Mr. Hill and Mr. Maffeo did not receive 2009 Long-Term Incentive Awards due to their anticipated retirement from the Company during 2009.
Recoupment Policy: In 2008, the Company, upon the recommendation of the Compensation and Personnel Committee, adopted a policy that provides for recoupment of performance-based compensation if the Board of Directors determines that a senior executive has engaged in fraud or willful misconduct that caused or otherwise contributed to the need for a material restatement of the Companys financial results. In such a situation, the Board will review all performance-based compensation awarded to or earned by that senior executive on the basis of performance during fiscal periods materially affected by the restatement. This would include annual cash incentive/bonus awards and all forms of equity-based compensation. If, in the Boards view, the performance-based compensation would have been lower if it had been based on the restated results, the Board will, to the extent permitted by applicable law, seek recoupment from that senior executive of any portion of such performance-based compensation, as it deems appropriate after a review of all relevant facts and circumstances. The NEOs are covered by this policy.
Consideration of material non-public information: The Company typically closes the window for insiders to trade in the Companys stock in advance of and immediately following earnings releases and Board and Committee meetings because the Company and insiders may be in possession of material non-public information. The first quarter Committee meeting at which compensation decisions and awards are typically made for employees usually occurs during a Board meeting period, so stock option awards may occur at a time when the Company is in possession of material non-public information. The Committee does not consider the possible possession of material non-public information when it determines the number of non-qualified stock options granted, price of options granted or timing of non-qualified stock options granted. Rather, it uses competitive data, individual performance and retention considerations when it grants non-qualified stock options, restricted stock and TSR awards under the Long-Term Incentive Program. Non-qualified stock option awards and restricted stock awards granted to NEOs, senior and other executives, and Directors are awarded and priced on the same date as the grant date. The Company may also award non-qualified stock options in the case of the promotion of an existing employee or hiring of a new employee. Again, these non-qualified stock option grants may be made at a time the Company is in possession of material non-public information related to the promotion or the hiring of a new employee or other matters.