7.3 Accounting for deferred compensation plans. This Item requires clear, concise and understandable disclosure of all plan and non-plan compensation awarded to, earned by, or paid to the named executive officers designated under paragraph (m)(2) of this Item, and directors covered by paragraph (r) of this Item, by any person for all services rendered in all capacities to the smaller reporting company and its subsidiaries, unless otherwise specifically excluded from disclosure in this Item. Nonqualified Deferred Compensation Plans (vi) An amount for each fiscal year attributable to an additional financial performance measure included in the Tabular List provided pursuant to paragraph (v)(6) of this section, designated as the Company-Selected Measure, which in the registrant's assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the registrant to link compensation actually paid to the registrant's named executive officers, for the most recently completed fiscal year, to company performance (column (i)). (F) For each instrument reported in column (b), disclose the percentage change in the market price of the underlying securities between the closing market price of the security one trading day prior to and the trading day beginning immediately following the disclosure of material nonpublic information (column (f)). While the information to be disclosed pursuant to this paragraph(s) will vary depending upon the nature of the registrant's business and the compensation approach, the following are examples of the issues that the registrant may need to address for the business units or employees discussed: (1) The general design philosophy of the registrant's compensation policies and practices for employees whose behavior would be most affected by the incentives established by the policies and practices, as such policies and practices relate to or affect risk taking by employees on behalf of the registrant, and the manner of their implementation; (2) The registrant's risk assessment or incentive considerations, if any, in structuring its compensation policies and practices or in awarding and paying compensation; (3) How the registrant's compensation policies and practices relate to the realization of risks resulting from the actions of employees in both the short term and the long term, such as through policies requiring claw backs or imposing holding periods; (4) The registrant's policies regarding adjustments to its compensation policies and practices to address changes in its risk profile; (5) Material adjustments the registrant has made to its compensation policies and practices as a result of changes in its risk profile; and. Generally, that vested benefit would be determined on the date the contract is entered into, assuming that employment is terminated immediately, with no future service performed and no future salary earned under the contract. A registrant is required to identify its median employee only once every three years and calculate total compensation for that employee each year; provided that, during a registrant's last completed fiscal year there has been no change in its employee population or employee compensation arrangements that it reasonably believes would result in a significant change to its pay ratio disclosure. Perquisites and other personal benefits shall be valued on the basis of the aggregate incremental cost to the registrant. WebThe plan must be adopted and the plan document exist before the first day of the month in which the compensation is paid or made available in order to provide that compensation has been properly deferred by salary reduction, and an agreement providing for the deferral must have been entered into prior to the deferral. However, the receipt of any such form of non-cash compensation instead of salary or bonus must be disclosed in a footnote added to the salary or bonus column and, where applicable, referring to the narrative disclosure to the Summary Compensation Table (required by paragraph (o) of this Item) where the material terms of the stock, option or non-equity incentive plan award elected by the named executive officer are reported. In the event that uncertainties exist as to the provision of payments and benefits or the amounts involved, the registrant is required to make a reasonable estimate applicable to the payment or benefit and disclose material assumptions underlying such estimates in its disclosure. can the state in which the income was earned impose its state income tax on the distributions from the plan, even though the recipient resides in a different state when receiving the distribution)? Provide a narrative description of any material factors necessary to an understanding of the information disclosed in the Table required by paragraph (n) of this Item. (iv) An explanation of the amount of salary and bonus in proportion to total compensation. Reimbursements of taxes owed with respect to perquisites or other personal benefits must be included in the columns as tax reimbursements (paragraph (n)(2)(ix)(B) of this Item) even if the associated perquisites or other personal benefits are not required to be included because the aggregate amount of such compensation is less than $10,000. (j) Potential payments upon termination or change-in-control. A registrant conducting a shareholder advisory vote pursuant to 240.14a21(c) of this chapter to cover new arrangements and understandings, and/or revised terms of agreements and understandings that were previously subject to a shareholder advisory vote pursuant to 240.14a21(a) of this chapter, shall provide two separate tables. b) Eligible Deferred Compensation Plan Written There is supervision of the individuals performance and monitoring of hours worked. Section1.457-2(k). 3. 78a et seq.) Use the categories in the Director Compensation Table required pursuant to paragraph (r) of this Item. 1. If such grant date is different than the date on which the compensation committee (or a committee of the board of directors performing a similar function or the full board of directors) takes action or is deemed to take action to grant such awards, a separate, adjoining column shall be added between columns (b) and (c) showing such date; (iii) The dollar value of the estimated future payout upon satisfaction of the conditions in question under non-equity incentive plan awards granted in the fiscal year, or the applicable range of estimated payouts denominated in dollars (threshold, target and maximum amount) (columns (c) through (e)); (iv) The number of shares of stock, or the number of shares underlying options to be paid out or vested upon satisfaction of the conditions in question under equity incentive plan awards granted in the fiscal year, or the applicable range of estimated payouts denominated in the number of shares of stock, or the number of shares underlying options under the award (threshold, target and maximum amount) (columns (f) through (h)); (v) The number of shares of stock granted in the fiscal year that are not required to be disclosed in columns (f) through (h) (column (i)); (vi) The number of securities underlying options granted in the fiscal year that are not required to be disclosed in columns (f) through (h) (column (j)); (vii) The per-share exercise or base price of the options granted in the fiscal year (column (k)). Provide the information specified in paragraph (c)(2) of this Item, concerning the compensation of the named executive officers for each of the registrant's last three completed fiscal years, in a Summary Compensation Table in the tabular format specified below. Regs. Certain provisions are optional, such as the age 50 catch-up limit, the special 457 catch-up limit, distributions for unforeseeable emergencies, loans, plan-to-plan transfers, additional deferral elections, acceptance of rollovers, and involuntary distributions of smaller accounts. If it is no longer appropriate for the registrant to use the median employee identified in year one as the median employee in years two or three because of a change in the original median employee's circumstances that the registrant reasonably believes would result in a significant change in its pay ratio disclosure, the registrant may use another employee whose compensation is substantially similar to the original median employee based on the compensation measure used to select the original median employee. (5) Definitions. Instruction 11 to Item 402(u)Employees' personally identifiable information. In certain deferred compensation arrangements, the liability is more akin to a long-term payable. 401(k)), or otherwise, shall be included in the appropriate column for the fiscal year in which earned. Smaller reporting companies shall include in the salary column (column (c)) or bonus column (column (d)) any amount of salary or bonus forgone at the election of a named executive officer under which stock, equity-based or other forms of non-cash compensation instead have been received by the named executive officer. 4. Instruction 9 to Item 402(u)Additional information. The registrant shall also explain any difference between the PEO's annual total compensation used in the pay ratio disclosure and the total compensation amounts reflected in the Summary Compensation Table, if material. Where a compensation measure other than annual total compensation is used to identify the median employee, the registrant must disclose the compensation measure used. The traditional 457 (b) is a deferred compensation plan, meaning you make contributions to the plan on a pretax basis, although you do pay income taxes when you retire and withdraw money from the plan. Under Section 404 (a) (5), an employer is allowed to deduct deferred compensation in the tax year that includes the year-end of the employee tax year in which the deferred compensation is includible in the employees gross income as compensation. 4. It may be appropriate for a smaller reporting company to include as named executive officers one or more executive officers or other employees of subsidiaries in the disclosure required by this Item. 3. Under the sinking fund method, the periodic accrual is based on a sinking fund calculation to determine fixed "deposits" that, together with interest, will accumulate to the total amount required at the end of the accrual period, the date of full eligibility. Such compensation must include, but is not limited to: (A) Perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; (B) All gross-ups or other amounts reimbursed during the fiscal year for the payment of taxes; (C) For any security of the registrant or its subsidiaries purchased from the registrant or its subsidiaries (through deferral of salary or bonus, or otherwise) at a discount from the market price of such security at the date of purchase, unless that discount is available generally, either to all security holders or to all salaried employees of the registrant, the compensation cost, if any, computed in accordance with FASB ASC Topic 718; (D) The amount paid or accrued to any named executive officer pursuant to a plan or arrangement in connection with: (1) Any termination, including without limitation through retirement, resignation, severance or constructive termination (including a change in responsibilities) of such executive officer's employment with the registrant and its subsidiaries; or. Each member firm is a separate legal entity.
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