|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the NDSN DEF 14A filed Jan 18, 2008. Background
Section 162(m) of the Internal Revenue Code generally
prevents a publicly held corporation from claiming federal
income tax deductions for compensation in excess of
$1 million paid to certain of its senior executives.
Compensation is exempt from this limitation, however, if it
qualifies as “performance-based compensation.”
The Incentive Plan is designed to provide for compensation that
will qualify as “performance-based” compensation under
Section 162(m). The Board of Directors has determined that
it is advisable to amend the Incentive Plan to adjust the manner
in which incentive awards are calculated. Shareholders must
approve the Incentive Plan, as amended, in order for incentive
awards granted in fiscal year 2009 and later to continue to
comply with the performance-based compensation exception. In the
event that our shareholders do not approve the Incentive Plan,
as amended, no incentive awards will be made under the plan in
fiscal year 2009 and later. Nonetheless, we retain the
discretion to make awards outside of the Incentive Plan without
regard to whether such awards would be deductible under
Section 162(m).
The favorable vote of the holders of a majority of the common
shares present in person or by proxy at the Annual Meeting is
required to approve the Incentive Plan, as amended. The
Board of Directors recommends that shareholders vote
“For” Proposal No. 3.
|
| |||||||
