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Outlines the rules of the “golden parachute” payments/benefits from a company to certainexecutives when there is a “change in control,” and it imposes special tax penalties on employerby stating no deduction shall be allowed for any excess parachute payment.

Regulation which applies to compensation that workers earn in one year but is not paid until afuture year, which is referred to as non-qualified deferred compensation.

The bonus value earned with respect to Company’s management incentive plan, assumingcontinued employment through the performance period.

The initial rate of fixed compensation an employee receives in exchange for work performed andexcludes benefits, bonuses and overtime.

A position or job that is common in the market across various companies and industries and servesas a shared point of comparison in evaluating compensation levels.

A model used for calculating the theoretical value and determining the fair price of European styleoptions based on six variables: time, strike price, type of option, underlying stock price, volatility,and risk-free rate.

An amount of money paid to an employee in addition to their base pay as a reward for performance.

A percentage of base salary that an executive is eligible for on annual basis if the Companyachieves certain results and/or the employee achieves certain personal goals.

The broadest salary grouping in a compensation system that encompasses several pay levels,ranges or grades.

Measures how fast a company’s cash holdings are decreasing or the rate at which their cash poolis depleted (negative cash flow); typically calculated monthly.

The ratio between the CEO’s total annual compensation and the median employee’s pay. Publiccompanies are required to disclose this figure in any annual report, proxy or information statement.

An agreement to pay a large sum and/or benefits to a company executive who is terminated fromhis position following a sale, merger, consolidation or acquisition of a company.

A special clause typically included in employment contracts, by which money already dispersedmust be paid back under certain conditions, possibly with added penalty.

The total cash and non-cash payments given to an employee in exchange for services performedand includes base pay, commissions, bonuses, benefits, stock options and other forms of non-cashbenefits.

Experts in the design and implementation of compensation plans, the creation of proper incentivesfor employees, and advising companies on compensation trends and the current pay rates forgiven job positions.

The CD&A is a required part of a company’s annual proxy statement that provides narrativedisclosure explaining all material elements of the company’s executive compensation objectivesand policies, and puts it into perspectives for shareholders.

Payments that are made to an employee at a later date after which the income was earned and,in most cases, includes a deferment of taxes on said income. Examples of deferred compensationinclude retirement plans, pensions, deferred savings and stock-option plans.

Extra compensation awarded solely at the employer’s discretion and is not expected by the employee. A form of variable pay in which the amount, timing, requirements, and announcement of the bonus are not disclosed ahead of time to avoid implying incentive, or that meeting certain goals will guarantee the bonus.

A benefit offered to employees that allows them to own stock in the company without havingto buy shares. The plan is funded by employer contributions that are held in a trust and aretax-deferred until the employee retires or leaves the company. Distributions are tied to vesting,meaning employees earn shares for each year of service and compliance with certain covenants.

A program offered by a company which allows employees the option to purchase company sharesat a discounted price through after-tax payroll deductions and includes four phases: grant, offeringperiod, transfer and disposition. The grant phase grants employees the option to purchase stockat a predetermined cost. The offering period is the time during which the employee’s payrolldeductions accumulate for the future purchase of shares. Following the offering period, in thetransfer phase, the employer uses the money saved by the employee to purchase company sharesand transfers ownership of those shares to the employee. The disposition phase is when theemployee sells, trades, exchanges or transfers the shares.

A form of non-cash pay an organization can offer its employees to encourage retention by allowingthem to partake in ownership of the company through various plans such as stock options,performance shares and restricted stock. Participating employees can share in the organization’sprofits through appreciation.

Beyond salary and cash compensation, these benefits provide an additional way to reward andretain key executives and employees. Examples include: 401k, SERPs, stock options, goldenparachutes, etc.

An employee exempt from the Fair Labor Standards Act (FLSA) regulations and therefore excludedfrom minimum wage and overtime requirements. Exempt employees are paid a yearly salary ratherthan an hourly wage.

Equal to the volume-weighted average trading price of the Company Stock occurring on theNYSE on the Grant Date.

A system or method put in place to motivate employees of all levels and boost performance toachieve certain goals and objectives.

Provides guidance related to factors which the IRS views as determinants of establishing reasonablecompensation levels.

A company’s reward system designed to improve employee’s long-term performance and rewardemployees for achievement of strategic objectives that will maximize shareholder value.

An analysis that compares similar companies with similar jobs to determine competitive salary andcompensation levels.

A special option-based valuation simulation that takes into consideration the terms of the plan,payout rates, potential future returns, and other factors to estimate a fair value of the award.

The proportion of net profits paid out to particular investors or employees according to theirpercentage stake in the company.

An employee that is not exempt from the Fair Labor Standards Act (FLSA) requirements and isentitled to receive overtime pay of at least one-and-a-half times their hourly rate when for anyhours worked beyond 40 in a given week.

A type of deferred compensation also called an NQDC plan or a 409A plan that is not protectedby the Employee Retirement Income Security Act (ERISA) and could, therefore, put the funds atrisk if the company holding the employee’s NQDC declares bankruptcy or is sued.

The calculation to determine the dilutive effect on existing shareholders when allocating additionalshares to a share-based incentive plan.

A level within a pay range in which multiple roles with similar internal and market value can begrouped into.

A compensation structure based on individual or company performance during a given time frame.

The process in which a group of companies of similar size, industry, revenue and geographicallocation are analyzed to compare and establish reasonable and competitive compensation levels.

A share of company stock vested upon achievement of company-wide, previously-definedperformance objectives over a multi-year period (typically three years).

Refers to plans in which vesting only occurs once performance-related goals and specifiedconditions are met.

Rights, privileges, benefits, or advantages outside of regular salary or wages (ex. health insurance,automotive allowance); also referred to as “perks.”

A benefit plan offered to employees (upper level executives) that provides stock ownershipbenefits without giving them any actual company stock. Phantom stock follows the fluctuationsof the company’s actual stock and results in higher or lower payouts as stock prices rise or fall.Phantom stock plans may be tied to performance metrics and only pay out if certain targets aremet. Like other forms of stock-based compensation, phantom stock plans serve to align employeeand shareholder interests while incentivizing and retaining key employees.

A type of retirement plan in which employers make discretionary contributions based on quarterly or annual earnings, giving employees the opportunity to share in the profits of the company. Contributions are made only by the employer and are completely discretionary, meaning the company decides when and how much of its profits it wishes to share.

That which is consistent with the normal compensation for similar employees performing similarduties for similar companies under similar circumstances.

An employer’s effort to motivate employees by recognizing their achievements (length of service,exemplary one-time achievement, etc.) in the organization through methods of rewarding theseachievements (ex. written or spoken thank you notes, cash “spot” bonuses, gift cards, etc.).

Compensation to employees in the form of company shares that cannot be issued until certainrequirements have been met, such as years of service or achievement of performance goals.

Stock that is not fully transferrable until certain restrictions/conditions have been met. Uponsatisfaction of those restrictions, the stock becomes transferrable to the person. They are oftenused as a form of employee compensation, and can be settled in actual shares or cash.

A plan put in place with the purpose of retaining key employees in an organization by offeringcertain incentives to reduce turnover and ensure employees are motivated to stay with thecompany long-term. A good retention plan aligns with business performance goals to allow formaximum return on investment.

An arrangement whereby a certain number or percentage of shares are required to be retainedtoward the satisfaction of stock ownership guidelines

An organized compensation structure that includes various pay grades with a maximum, a midpointand a minimum pay rate for a given job.

A type of bonus reward designed to recognize achievements, as they occur, for a specific project or task. Typically, spot awards are earned for special projects achieved over a short period of time.

A cash-settled long-term incentive given to an employee that is equivalent to the appreciation ofcompany stock over a specified period, so that the holder/employee benefits from an increase instock price.

A benefit given by a company to an employee in the form of an option to buy stock in thecompany at a stated fixed price or at a discount.

A method for measuring the annual usage of shares for incentive purposes.

The Summary Compensation Table is included in a company’s proxy statement and provides acomprehensive overview of pay levels for top-paid executive officers (typically over the last threeyears).

A type of non-qualified deferred compensation plan for key executives that provides supplementalincome to the basic retirement benefits to which the executive is otherwise entitled. SERP benefitsare payable only if vesting conditions and other requirements are met by the executive andbecome taxable upon distribution.

A type of employer-sponsored plan that is unfunded and provides deferred compensation to theeligible employee group - typically high-ranking executives and directors. These are not meant tobe tax-qualified so they don’t offer the same tax benefits of an opt-in employer-sponsored plan.

The sum of all cash payments made to an individual for services during a year of employmentincluding base pay and variable pay such as commissions, bonuses and incentives.

Non-fixed compensation that is dependent upon performance, such as commissions, bonuses orincentives. Also referred to as pay-for-performance or at-risk pay.

The order in which a private equity fund pays out distributions after investments have beenliquidated. Typically, higher-tiered creditors receive payments first, while the lower-tiered creditorsreceive payments only after the higher-tiered creditors are paid back in full, in an effort to prioritizethe highest-principal loans first because they are also likely the most expensive.