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This excerpt taken from the PHTN DEF 14A filed Dec 21, 2006. Compliance
with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code, or
Section 162(m), limits Photon Dynamics to a deduction for
federal income tax purposes of no more than $1 million of
compensation paid in a taxable year to our executive officers
named in the Summary Compensation Table. Compensation above
$1 million may be deducted if it is
“performance-based” compensation within the meaning of
Section 162(m). The Compensation Committee has not
established a policy for determining which forms of incentive
compensation awarded to its named executive officers shall be
designed to qualify as “performance-based compensation. It
is not currently expected that any compensation deemed paid to
any of our executive officers, other than the stock option
grants, will exceed the $1 million limit per officer. The
terms of our 2005 Plan are intended to maximize the
deductibility under Section 162(m) of stock option grants
to executives.
In summary, it is the opinion of the Compensation Committee that
the executive compensation policies and plans adopted by Photon
Dynamics provide a balanced and reasonable remuneration program
that properly aligns our performance and the interest of our
shareholders with competitive and equitable executive
compensation over the short- and long-term.
This excerpt taken from the PHTN DEF 14A filed Jan 27, 2006. Compliance
with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code, or
Section 162(m), limits Photon Dynamics to a deduction for
federal income tax purposes of no more than $1 million of
compensation paid in a taxable year to our executive officers
named in the Summary Compensation Table. Compensation above
$1 million may be deducted if it is
“performance-based” compensation within the meaning of
Section 162(m). The Compensation Committee has not yet
established a policy for determining which forms of incentive
compensation awarded to its named executive officers shall be
designed to qualify as “performance-based compensation. It
is not currently expected that any compensation deemed paid to
any of our executive officers, other than the stock option
grants, will exceed the $1 million limit per officer.
In summary, it is the opinion of the Compensation Committee that
the adopted executive compensation policies and plans provide
the necessary total remuneration program to properly align our
performance and the interest of our shareholders with
competitive and equitable executive compensation in a balanced
and reasonable manner, for both the short and long-term.
THE COMPENSATION AND EMPLOYEE
OWNERSHIP COMMITTEE
E. Floyd Kvamme
Michael J. Kim Nicholas Brathwaite
Table of Contents
This excerpt taken from the PHTN DEF 14A filed Jan 28, 2005. Compliance with Internal Revenue Code
Section 162(m)
Section 162(m) of the Internal Revenue Code, or Section 162(m), limits Photon Dynamics to a deduction for federal income tax purposes of no more than $1 million of compensation paid in a taxable year to our executive officers named in the Summary Compensation Table. Compensation above $1 million may be deducted if it is “performance-based” compensation within the meaning of Section 162(m). The Compensation Committee has not yet established a policy for determining which forms of incentive compensation awarded to its named executive officers shall be designed to qualify as “performance-based compensation. It is not currently expected that any compensation deemed paid to any of our executive officers, other than the stock option grants, will exceed the $1 million limit per officer. In summary, it is the opinion of the Compensation Committee that the adopted executive compensation policies and plans provide the necessary total remuneration program to properly align our performance and the interest of our shareholders with competitive and equitable executive compensation in a balanced and reasonable manner, for both the short and long-term.
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Table of Contents
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