The
Compensation Committee considers
target award levels, affordable annual share usage and
overall stockholder dilution when determining the size of each NEO's long - term incentive award.
To permit eligible
compensation to qualify as «performance - based
compensation» under Section 162 (m) of the Code, the HRC Committee sets the
overall funding
target for the «umbrella» structure for the annual bonuses, and sets performance goals for annual bonuses and equity awards within the first 90 days of the fiscal year.