JOUT » Topics » Purpose and Effect of Proposal

This excerpt taken from the JOUT DEF 14A filed Jan 28, 2008.

Purpose and Effect of Proposal

Proposed Adoption. Subject to shareholder approval, the Board of Directors of the Company has approved amending and restating the Cash Bonus Plan to ensure compliance of the Cash Bonus Plan with section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), to allow our Compensation Committee to grant awards that are tied to achievement of performance targets representing cumulative financial results over multiple fiscal years and to make certain other clarifying changes to the plan that are not material and do not have a substantive effect on the issuance of awards under the plan. The Cash Bonus Plan was originally adopted effective October 1, 2000 and was amended effective July 1, 2005 and provides an opportunity for certain executives of the Company to earn additional incentive compensation.

Purpose of the Cash Bonus Plan. The Company recognizes the importance of attracting, retaining and motivating those persons who make (or are expected to make) important contributions to the Company by providing such persons with performance-based incentive compensation in a form which relates the financial reward to an increase in the value of the Company to its shareholders. The Board of Directors believes that the Cash Bonus Plan is critically important to the furtherance of this objective.

Incentive bonuses under the Cash Bonus Plan are intended to constitute “performance-based compensation” under Section 162(m) of the Code. Section 162(m) generally limits to $1,000,000 the

 

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compensation the Company may deduct on its federal income tax return for any fiscal year for amounts paid to its Chief Executive Officer or any one of its other four highest compensated executive officers. However, any compensation the Company pays that constitutes “performance-based compensation” under Section 162(m) does not count against the $1,000,000 limit and is deductible by the Corporation.

This excerpt taken from the JOUT DEF 14A filed Jun 28, 2005.

Purpose and Effect of Proposal

 

Proposed Adoption. Subject to shareholder approval, the Board of Directors of the Company has approved amending and restating the Cash Bonus Plan to ensure compliance of the Cash Bonus Plan with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Cash Bonus Plan was originally adopted effective October 1, 2000 and provides an opportunity for certain executives of the Company to earn additional incentive compensation.

 

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Purpose of the Cash Bonus Plan. The Company recognizes the importance of attracting, retaining and motivating those persons who make (or are expected to make) important contributions to the Company by providing such persons with performance-based incentive compensation in a form which relates the financial reward to an increase in the value of the Company to its shareholders. The Board of Directors believes that the Cash Bonus Plan is critically important to the furtherance of this objective.

 

Incentive bonuses under the Cash Bonus Plan are intended to constitute “performance-based compensation” under Section 162(m) of the Code. Section 162(m) generally limits to $1,000,000 the compensation the Company may deduct on its federal income tax return for any fiscal year for amounts paid to its Chief Executive Officer or any one of its other four highest compensated executive officers. However, any compensation the Company pays that constitutes “performance-based compensation” under Section 162(m) does not count against the $1,000,000 limit and is deductible by the Corporation.

 

"Purpose and Effect of Proposal" elsewhere:

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