|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the WEN DEF 14A filed May 1, 2006. Section 162(m) Considerations. The Company's general policy is to award incentive compensation to Named Officers that is exempt from the deduction limits of Section 162(m) of the Code. Nevertheless, each of the Compensation Committee and Subcommittee believes it is important to maintain the flexibility to authorize compensation that is not exempt from Section 162(m). Further, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m), no assurance can be given, notwithstanding the Company's efforts, that compensation intended by the Company to be exempt from the deduction limits of Section 162(m) will in fact be so. The Compensation Committee and the Subcommittee, however, reserve the right to pay discretionary bonuses to Named Officers that
are not deductible under Section 162(m).
23
This excerpt taken from the WEN DEF 14A filed May 2, 2005. Section 162(m) Considerations. The Company's general policy is to award incentive compensation to Named Officers which is exempt from the deduction limits of Section 162(m) of the Code. Nevertheless, each of the Compensation Committee and Subcommittee believes it is important to maintain the flexibility to authorize compensation that is not exempt from Section 162(m). Further, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m), no assurance can be given, notwithstanding the Company's efforts, that compensation intended by the Company to be exempt from the deduction limits of Section 162(m) will in fact be so. The Board of Directors has recommended that the Company's stockholders approve Proposal 2 regarding
the proposed amendment to the Performance Goals Bonus Awards portion of the 1999 Executive Bonus Plan. Approval of such amendment will permit the Company to pay to Mr. Sachs the “additional bonus” provided for in his employment agreement and to deduct such bonus in future years in accordance with Section 162(m). The Compensation Committee and the Performance Committee, however, reserve the right to pay discretionary bonuses to Named Officers that are not deductible under Section 162(m). In this regard, certain portions of the compensation paid to two Named Executive Officers (other than the Chairman and Chief Executive Officer and the President and Chief Operating Officer) in respect of fiscal 2004 may not be deductible under Section 162(m).
23
| EXCERPTS ON THIS PAGE:
RELATED TOPICS for WEN: |
| |||||||
