This excerpt taken from the ODP DEF 14A filed Mar 13, 2008.
Section 162(m) in most cases only permits publicly-held companies to realize tax deductions for compensation of more than $1 million paid in any year to the chief executive officer or any of the other four most highly paid executive officers (Covered Employees) if such payments constitute performance-based compensation. One requirement for compensation to be performance-based under Section 162(m) is that we obtain stockholder approval of the material terms of the performance goals that apply to such compensation. Material terms include (1) the description of eligible participants, (2) the business performance measures on which Section 162(m) goals may be based, and (3) the maximum amount payable to an individual participant for a year upon attainment of a Section 162(m) goal. If stockholders fail to approve the New Plan at the meeting, no awards will be made under the New Plan. The Compensation Committee retains the authority to develop and implement alternate means of fairly compensating Covered Employees.
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