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This excerpt taken from the LVS DEF 14A filed Apr 30, 2009. Section 162(m)
of the Internal Revenue Code
The Compensation Committee’s general policy is that
compensation should qualify to be tax deductible to the Company
for federal income tax purposes. Under Section 162(m) of
the Internal Revenue Code (the “Code”),
compensation paid to certain members of senior management in
excess of $1 million per year is not deductible unless the
compensation is “performance-based” as described in
the regulations under Section 162(m). Compensation is
generally “performance-based” if it is determined
using pre-established objective formulas and criteria approved
by stockholders within the past five years. The compensation
awards under our Executive Cash Incentive Plan are designed to
be tax deductible to us under the performance-based compensation
exception to Section 162(m). The maximum amount payable to
a participant under the Executive Cash Incentive Plan in respect
of an annual bonus award that is intended to qualify for the
performance-based compensation exception to Section 162(m)
is $10.0 million. The performance-based provisions of our
Executive Cash Incentive Plan were approved by our stockholders
at the 2008 annual meeting of stockholders.
Our executive officers are eligible to receive cash bonuses
payable under our Executive Cash Incentive Plan in the amounts
determined in accordance with their employment agreements. The
document governing the Executive Cash Incentive Plan specifies
that the Compensation Committee, in its sole discretion, has
full power and authority to administer the plan, including,
among other things, the authority to designate an award as one
that does not qualify as “performance-based”
compensation under Section 162(m) of the Code. Accordingly,
the supplemental bonuses paid to Messrs. Weidner, Stone,
Goldstein and Rozek included in the Summary Compensation Table
with respect to 2007 performance were not made pursuant to the
Executive Cash Incentive Plan. The Performance Subcommittee
makes all determinations relating to
“performance-based” compensation for purposes of
Section 162(m). The Compensation Committee believes that
mathematical formulas cannot always anticipate and fairly
address every situation that might arise. The Compensation
Committee therefore retains the authority to adjust compensation
in the case of unexpected, unusual or non-recurring events, even
if this results in the payment of non-deductible compensation or
to otherwise award or pay non-deductible compensation if the
Committee deems it in the best interests of the Company and its
stockholders to do so.
In addition, bonus awards granted under the Executive Cash
Incentive Plan must specify performance criteria to be achieved,
a minimum acceptable level of achievement below which no payment
or award will be made and a formula for determining the amount
of any payment or award to be made if performance is at or above
the minimum acceptable level but falls short of full achievement
of the specified performance criteria. The Compensation
Table of Contents
Committee may modify performance criteria or the related minimum
acceptable level of achievement, in whole or in part, as the
Committee deems appropriate and equitable, provided that no such
modification may be made that would cause an award to no longer
qualify as “performance-based” compensation under
Section 162(m).
Our executive officers also are eligible to receive equity
incentive awards under our 2004 Equity Award Plan. The amounts
of the equity incentive awards are specified in their employment
agreements. The Board of Directors has appointed the
Compensation Committee to administer the 2004 Equity Award Plan.
The Performance Subcommittee makes all determinations relating
to “performance-based” compensation for purposes of
Section 162(m). Under the plan, the Performance
Subcommittee may not grant or provide payment in respect of an
award intended to qualify as “performance-based”
compensation unless the applicable performance goals have been
achieved and, under the applicable performance formula, all or
some of the performance award has been earned for the
performance period.
This excerpt taken from the LVS DEF 14A filed Apr 29, 2008. Section 162(m)
of the Internal Revenue Code
The Compensation Committee’s general policy is that
compensation should qualify to be tax deductible to the Company
for federal income tax purposes. Under Section 162(m) of
the Internal Revenue Code (the “Code”),
compensation paid to certain members of senior management in
excess of $1 million per year is not deductible unless the
compensation is “performance-based” as described in
the regulations under Section 162(m). Compensation is
generally “performance-based” if it is determined
using pre-established objective formulas and criteria approved
by stockholders. The compensation awards under our Executive
Cash Incentive Plan are designed to be tax deductible to us
under either the performance-based compensation exception to
Section 162(m) or the transitional rules applicable to us
following our initial public offering. The maximum amount
payable to a participant under the Executive Cash Incentive Plan
in respect of an annual bonus award that is intended to qualify
for the performance-based compensation exception to
Section 162(m) is $10.0 million.
Our Executive Officers are eligible to receive cash bonuses
payable under our Executive Cash Incentive Plan in the amounts
determined in accordance with their employment agreements. The
document governing the Executive Cash Incentive Plan specifies
that the Compensation Committee, in its sole discretion, has
full power and authority to administer the plan, including,
among other things, the authority to designate an award as one
that does not qualify as “performance-based”
compensation under Section 162(m) of the Code. Accordingly,
the supplemental bonuses paid to our Executive Officers included
in the Summary Compensation Table with respect to 2007
performance were not made pursuant to the Executive Cash
Incentive Plan. The Performance Subcommittee makes all
determinations relating to “performance-based”
compensation for purposes of Section 162(m). The
Compensation Committee believes that mathematical formulas
cannot always anticipate and fairly address every situation that
might arise. The Compensation Committee therefore retains the
authority to adjust compensation in the case of unexpected,
unusual or non-recurring events, even if this results in the
payment of non-deductible compensation or to otherwise award or
pay non-deductible compensation if the Committee deems it in the
best interests of the Company and its stockholders to do so.
In addition, bonus awards granted under the Executive Cash
Incentive Plan must specify performance criteria to be achieved,
a minimum acceptable level of achievement below which no payment
or award will be made and a formula for determining the amount
of any payment or award to be made if performance is at or above
the minimum acceptable level but falls short of full achievement
of the specified performance criteria. The Compensation
Committee may modify performance criteria or the related minimum
acceptable level of achievement, in whole or in part, as the
Committee deems appropriate and equitable, provided that no such
modification may be made that would cause an award to no longer
qualify as “performance-based” compensation under
Section 162(m).
Our Executive Officers also are eligible to receive equity
incentive awards under our 2004 Equity Award Plan. The amounts
of the equity incentive awards are specified in the employment
agreements. The Board of Directors has appointed the
Compensation Committee to administer the 2004 Equity Award Plan.
The Performance Subcommittee makes all determinations relating
to “performance-based” compensation for purposes of
Section 162(m). Under the plan, the Performance
Subcommittee may not grant or provide payment in respect of an
award intended to qualify as “performance-based”
compensation unless the applicable performance goals have been
achieved and, under the applicable performance formula, all or
some of the performance award has been earned for the
performance period.
Table of Contents
This excerpt taken from the LVS DEF 14A filed Apr 30, 2007. Section 162(m)
of the Internal Revenue Code
The Compensation Committee’s general policy is that
compensation should qualify to be tax deductible to the Company
for federal income tax purposes. Under Section 162(m) of
the Internal Revenue Code (the “Code”),
compensation paid to certain members of senior management in
excess of $1 million per year is not deductible unless the
compensation is “performance-based” as described in
the regulations under Section 162(m). Compensation is
generally “performance-based” if it is determined
using pre-established objective formulas and criteria approved
by stockholders. The compensation awards under our Executive
Cash Incentive Plan are designed to be tax deductible to us
under either the performance-based compensation exception to
Section 162(m) or the transitional rules applicable to us
following our initial public offering. The maximum amount
payable to a participant under the Executive Cash Incentive Plan
in respect of an annual bonus award that is intended to qualify
for the performance-based compensation exception to
Section 162(m) is $10.0 million.
The Compensation Committee believes that mathematical formulas
cannot always anticipate and fairly address every situation that
might arise. The Compensation Committee therefore retains the
authority to adjust compensation in the case of unexpected,
unusual or non-recurring events, even if this results in the
payment of non-deductible compensation or to otherwise award or
pay non-deductible compensation if the Committee deems it in the
best interests of the Company and its stockholders to do so.
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