Sentences with phrase «executive compensation plan in»

Return on invested capital (ROIC) was added to Hurco Companies» executive compensation plan in 2014 as a target goal for performance - based equity awards.

ROIC was added to Hasbro's executive compensation plan in 2015 based on shareholder feedback.

In a filing with the SEC submitted last Wednesday, the company revealed that 87.7 million shares had voted against the company's executive compensation plan in a Say on Pay vote at Cheniere's annual meeting on September 11.

Not exact matches

Steve Seelig, senior regulatory advisor at benefits consulting firm Willis Towers Watson, said that, of three changes related to executive compensation in the tax reform plan — the other two involve stock options and performance - based pay — it's the hit on tax - exempt executive compensation that is the most significant.

Walt Disney Co shareholders rejected an executive compensation plan that could reward Chief Executive Officer Bob Iger with up to $ 48.5 million a year over four years plus an equity grant worth about $ 100 million, in a non-binding vote on executive compensation plan that could reward Chief Executive Officer Bob Iger with up to $ 48.5 million a year over four years plus an equity grant worth about $ 100 million, in a non-binding vote on Executive Officer Bob Iger with up to $ 48.5 million a year over four years plus an equity grant worth about $ 100 million, in a non-binding vote on Thursday.

Fifty - two percent of shareholders voted against Disney's compensation plan for Iger and other executives, the company said at its annual shareholder meeting in Houston.

We note that, in accordance with Rule 14 (a)-6 (a), Apple was not required to file preliminary proxy materials with the Commission because the matters to be acted on at the meeting are limited to (1) the election of directors, (2) the ratification of accountants, (3) a vote on an advisory resolution to approve executive compensation, (4) the approval of the Plan described above, which is a «plan» as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S - K, and (5) shareholder proposals pursuant to Rule 14a Plan described above, which is a «plan» as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S - K, and (5) shareholder proposals pursuant to Rule 14a plan» as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S - K, and (5) shareholder proposals pursuant to Rule 14a - 8.

Other than periodic incentive plans that were historically provided to Mr. McNeill based on the achievement of specific customer - related metrics, including as set forth under the «Non-Equity Incentive Plan Compensation» column in «Executive Compensation — Summary Compensation Table» below, we do not currently have or have planned any specific arrangements with our named executive officers providing for cash - based bonuExecutive Compensation — Summary Compensation Table» below, we do not currently have or have planned any specific arrangements with our named executive officers providing for cash - based bonuexecutive officers providing for cash - based bonus awards.

The Compensation Committee believes that the annual performance metrics used in the bonus plan contribute to driving long - term stockholder value, play an important role in influencing executive performance and are an important component of our compensation program to help attract, motivate and retain our executives and otheCompensation Committee believes that the annual performance metrics used in the bonus plan contribute to driving long - term stockholder value, play an important role in influencing executive performance and are an important component of our compensation program to help attract, motivate and retain our executives and othecompensation program to help attract, motivate and retain our executives and other employees.

To further ensure a clear and direct link between the firm's performance and our executives» compensation, in December 2010 the Compensation Committee adopted a long - term performance incentive compensation, in December 2010 the Compensation Committee adopted a long - term performance incentive Compensation Committee adopted a long - term performance incentive plan (LTIP).

If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors, the vote to approve the amendment to our Amended and Restated Certificate of Incorporation, the vote to approve the amendment and restatement of our 2013 Equity Incentive Plan, the advisory vote to approve named executive officer compensation, and the stockholder proposals requesting: (i) the elimination of supermajority voting requirements, (ii) the adoption of a policy to consider employee pay ranges when setting CEO compensation, and (iii) a report on Salesforce's criteria for investing in, operating in and withdrawing from high - risk regions (Proposals 1, 2, 3, 5, 6, 7 and 8 in this Proxy Statement).

«Total CEO realized compensation» for a given year is defined as (i) Mr. Musk's salary, cash bonuses, non-equity incentive plan compensation and all other compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of scompensation» for a given year is defined as (i) Mr. Musk's salary, cash bonuses, non-equity incentive plan compensation and all other compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of scompensation and all other compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of scompensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of sCompensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of sCompensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of such amounts.

Our HCM Division assisted our Compensation Committee in the Committee's review of compensation plans at other financial services firms by providing the Committee with information relating to compensation plan design and compensation levels for named executive officers and other senior employees at Compensation Committee in the Committee's review of compensation plans at other financial services firms by providing the Committee with information relating to compensation plan design and compensation levels for named executive officers and other senior employees at compensation plans at other financial services firms by providing the Committee with information relating to compensation plan design and compensation levels for named executive officers and other senior employees at compensation plan design and compensation levels for named executive officers and other senior employees at compensation levels for named executive officers and other senior employees at these firms.

In August 2012, to create incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then - planned Model X and Model 3 programs, and to further align executive compensation with increases in stockholder value, the Board granted to Mr. Musk a stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of granIn August 2012, to create incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then - planned Model X and Model 3 programs, and to further align executive compensation with increases in stockholder value, the Board granted to Mr. Musk a stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of granin stockholder value, the Board granted to Mr. Musk a stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of grant.

See «Executive Compensation — Grants of Plan - Based Awards in 2017» below.

An «Employer Sponsored Retirement Plan» is a Qualified Retirement Plan, ERISA covered 403 (b) and certain non-qualified deferred compensation arrangements that operate in a similar manner to a Qualified Retirement Plan, such as 457 plans and executive deferred compensation arrangements, but not including employer sponsored IRAs.

If you vote by proxy card or voting instruction card and sign the card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (FOR all of HP's nominees to the Board, FOR ratification of the appointment of HP's independent registered public accounting firm, FOR the approval of the compensation of HP's named executive officers, FOR the approval of an annual advisory vote on executive compensation, FOR the Hewlett - Packard Company 2011 Employee Stock Purchase Plan and FOR the approval of an amendment to the Hewlett - Packard Company 2005 Pay - for - Results Plan to extend the term of the plPlan and FOR the approval of an amendment to the Hewlett - Packard Company 2005 Pay - for - Results Plan to extend the term of the plPlan to extend the term of the planplan).

Our Bonus Plan allows our compensation committee to provide incentive awards (payable in cash or grants of equity awards) to selected employees, including our named executive officers, based upon performance goals established by our compensation committee.

That included setting up executive compensation packages with a basic performance - based stock option plan — a legally compliant one similar to its competitors in the service industry — with the intention of refining the package later on.

Other specific duties and responsibilities of the HR and Compensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation, evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commiCompensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation, evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commicompensation, evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commicompensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commicompensation plans; overseeing non-equity based benefit plans and approving any changes to such plans involving a material financial commitment by HP;

Long - term compensation, generally in the form of stock option grants under our Long - Term Incentive Compensation Plan (LTICP), to reward named executives for contributions to growth in stockholder value over thcompensation, generally in the form of stock option grants under our Long - Term Incentive Compensation Plan (LTICP), to reward named executives for contributions to growth in stockholder value over thCompensation Plan (LTICP), to reward named executives for contributions to growth in stockholder value over the long term;

In order to better understand the terms of our plans and programs under which the compensation shown in the Summary Compensation Table was earned, stockholders should also consider the additional information we provide below about compensation for our named executiveIn order to better understand the terms of our plans and programs under which the compensation shown in the Summary Compensation Table was earned, stockholders should also consider the additional information we provide below about compensation for our namedcompensation shown in the Summary Compensation Table was earned, stockholders should also consider the additional information we provide below about compensation for our named executivein the Summary Compensation Table was earned, stockholders should also consider the additional information we provide below about compensation for our namedCompensation Table was earned, stockholders should also consider the additional information we provide below about compensation for our namedcompensation for our named executives.

Awards under the Bonus Plan may be granted only to executive officers of the Company who are selected to participate in the Bonus Plan by the compensation committee of the Company's Board of Directors (the «Committee»).

In addition, many companies have executive compensation plans that incentivize excessive share buybacks, either directly or indirectly.

Named executives and certain other highly compensated team members also can participate in our Deferred Compensation Plan.

In 1982, using interviews and proxy statements, they examined compensation programs at 90 major U.S. companies to determine whether return to shareholders was better for corporations that had incentive plans for top executives than it was for those companies that had no such plans.

The table above does not include (i) 5,952,917 shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (x) 2,689,486 shares of Class A common stock issuable upon exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional shares of Class A common stock reserved for future issuance and (ii) 24,269,792 shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC AgreemenExecutive Compensation — New Employment Agreements and Incentive Plans»), consisting of (x) 2,689,486 shares of Class A common stock issuable upon exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional shares of Class A common stock reserved for future issuance and (ii) 24,269,792 shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreemenexecutive officers, in connection with this offering as described in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional shares of Class A common stock reserved for future issuance and (ii) 24,269,792 shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC AgreemenExecutive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional shares of Class A common stock reserved for future issuance and (ii) 24,269,792 shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC AgreemenExecutive Compensation — New Equity Awards,» and (y) 3,263,431 additional shares of Class A common stock reserved for future issuance and (ii) 24,269,792 shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»

Notwithstanding the foregoing, we may pay bonuses (including, without limitation, discretionary bonuses) to participants under the Executive Bonus Plan based upon such other terms and conditions as our compensation committee may in its sole discretion determine.

Written by NCEO founder Corey Rosen, this issue brief discusses as of mid-2016 the extent and growth of employee ownership; survey data on ESOPs and corporate governance as well as ESOPs and executive compensation; research on the effect of ESOPs on corporate performance; the 2012 shared capitalism study of Great Place to Work applicants; data on employee ownership and employee financial well - being; the NCEO's analysis of data on ESOPs and default rates; trends in broad - based equity compensation plans; equity compensation and corporate performance; the impact of ESOPs and other broad - based plans on unemployment; legislative and regulatory issues for employee ownership; and international developments in broad - based plans.

The Approved: May 23, 2014 Committee is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad - based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice.

The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 5,952,917 shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) 2,689,486 shares of Class A common stock issuable upon the exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive CompenExecutive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) 2,689,486 shares of Class A common stock issuable upon the exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compenexecutive officers, in connection with this offering as described in «Executive CompenExecutive Compensation --

The payment of a bonus under the Executive Bonus Plan to a participant with respect to a performance period will generally be conditioned on such participant's continued employment on the last day of such performance period, provided that our compensation committee may make exceptions to this requirement in its sole discretion.

We do not maintain nonqualified deferred compensation plans, supplemental executive retirement plan benefits, cash severance programs, or change - in - control benefits for our executive officers.

• Equity and performance based plans (e.g., annual and long - term incentive plans, stock option, restricted stock, performance share and broad - based equity plans); • Executive plans (e.g., deferred compensation, supplemental retirement, severance and change - in - control plans); • Retirement plans (e.g., 401 (k) plans, traditional defined benefit pension plans and ESOPs); and • Health and welfare plans (including COBRA and HIPAA compliance), and other fringe benefit programs.

The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) shares of Class A common stock issuable upon the exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) shares of Class A common stock issuable upon the exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as executive officers, in connection with this offering as described

Inc., to review our existing executive compensation program and to assist us in evaluating potential changes to our program following an assessment of the compensation plans used by a peer group of publicly traded commercial airlines and transportation companies.

Following the completion of this offering, we plan to continue to work with independent compensation consultants to maintain a list of peer group public companies of similar size and in comparable industries which our compensation committee can reference when analyzing executive officer compensation to ensure our executive compensation program is, and remains, competitive and offers the appropriate retention and performance incentives.

Unfortunately, only four of the 69 Danger Zone companies referenced above include return on invested capital (ROIC) in their executive compensation plans.

EVA has been a target metric in Standard Motor's executive compensation plan since 1998.

Since 2014, 53 out of 69 companies placed in the Danger Zone have executive compensation plans directly related to non-GAAP metrics.

Hanna is chairman of Hanna Global Solutions, an employee benefits advisory and administration firm providing global human resource management solutions, and CEO of Hanna Insurance and Financial Solutions Inc., a firm specializing in executive compensation and legacy planning.

ROIC has been a target metric in Sysco's executive compensation plan since 2012.

Here's a letter to the board of Biglari Holdings re: executive compensation [Noise Free Investing] & then more thoughts on Biglari's compensation agreement [My Investing Notebook] Where things stand in the market [Bespoke Investment Group] A list of stocks Nasdaq is canceling trades in from yesterday's madness [Business Insider] The best interest rate chart in the world [Trader's Narrative] A great macro overview from Barry Ritholtz [The Big Picture] A look at John Paulson's possible ownership of Bear Stearns CDOs [Zero Hedge] John Mauldin on the future of public debt [Advisor Perspectives] Top buys & sells from Morningstar's ultimate stock pickers [Morningstar] The truth about «Sell in May & Go Away» [WSJ] An interview with hedge fund manager Hugh Hendry [Investment Week] Bill Ackman: Let's have a public registry for stock opinion [Barron's] Hedge fund Harbinger hires ex-Orange chief for wireless plan [Dealbook] & Deutsche Telekom has been in talks with Harbinger [FT] Hedge funds begin to restructure fee system [FT]

Among other factors, the Talent and Compensation Committee considers the level of representation of women in executive officer and managerial positions when making appointments and considering succession planning; however, the Company does not have a specific target number or date by which to achieve a specific number of women, as it considers a multitude of factors in determining the best person for any position.

Other specific duties and responsibilities of the HR and Compensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation and evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; monitoring workforce management programs; establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of director compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and Compensation Committee include reviewing senior management selection and overseeing succession planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation and evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; monitoring workforce management programs; establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of director compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and compensation and evaluating performance and determining the compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; monitoring workforce management programs; establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of director compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and compensation of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's equity and incentive compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; monitoring workforce management programs; establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of director compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and compensation plans; overseeing non-equity-based benefit plans and approving any changes to such plans involving a material financial commitment by HP; monitoring workforce management programs; establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of director compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of director compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and its charter.

The Compensation Committee believed that growth in non-GAAP pre-tax profits is the most appropriate measure for the Executive Bonus Plan because it is the measure regularly used by our management internally to understand, manage and evaluate our business and make operating decisions.

In accordance with the terms of the Executive Bonus Plan, each year the Compensation Committee assigns each participant a target award cash bonus opportunity and establishes the financial performance measure or measures and related target levels that must be achieved before an award actually will be paid to the participant for that year.

The actual payout amounts for fiscal 2014 under the Executive Bonus Plan are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above.

Poughkeepsie, NY... As part of continuing efforts to offer shared services, deliver greater efficiencies and overall reduce the cost of government, Dutchess County Executive Marcus J. Molinaro is expanding the opportunity for Dutchess County municipalities and public agencies to participate in the County's Self - insured Worker's Compensation Plan as a way to reduce premium costs.

An «Employer Sponsored Retirement Plan» is a Qualified Retirement Plan, ERISA covered 403 (b) and certain non-qualified deferred compensation arrangements that operate in a similar manner to a Qualified Retirement Plan, such as 457 plans and executive deferred compensation arrangements, but not including employer sponsored IRAs.