GAIT » Topics » Stock Options and Restricted Stock.

This excerpt taken from the GAIT DEF 14A filed May 1, 2006.
Stock Options and Restricted Stock.   Executive officers of the Company and other key employees who contribute to the growth, development and financial success of the Company are eligible to be awarded stock options and restricted stock to purchase our common stock, shares of restricted common stock, and bonuses of shares of common stock under our 2005 Stock Incentive Plan (and prior to the approval of the 2005 Plan, under the 2001 Stock Incentive Plan and 1992 Stock Incentive Plan.)  Awards under these plans help relate a significant portion of an employee’s long-term remuneration directly to stock price appreciation realized by all our stockholders and aligns an employee’s interests with that of our stockholders. The Compensation Committee believes equity-based incentive compensation aligns executive and stockholder interests because (i) the use of a multi-year vesting schedule for equity awards encourages executive retention and emphasizes long-term growth, and (ii) paying a significant portion of management’s compensation in the form of equity provides management with a powerful incentive to increase stockholder value over the long term. The Compensation Committee determines appropriate individual long-term incentive awards in the exercise of its discretion in view of the above criteria and applicable policies.

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