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1.
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Comment: In
future filings, please quantify all performance targets under the Annual
Cash Program, including the “Return on Invested Capital/Weighted Average
Cost of Capital,” “Earnings per Share,” and “Safety” targets, that must be
achieved in order for your executive officers to earn their incentive
compensation. To the extent you believe that disclosure targets
is not required because it would result in competitive harm such that the
targets be excluded under Instruction 4 to Item 402(b) of Regulation S-K,
please provide on a supplemental basis detailed explanation for such
conclusion. Please also note that to the extent that you have
an appropriate basis for omitting the specific targets, you must discuss
how difficult it would be for the named executive officers or how likely
it will be for you to achieve the undisclosed target levels or other
factors. General statements regarding the level of difficulty,
or ease, associated with achieving performance goals either corporately or
individually are not sufficient.
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2.
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Comment: In
future filings, please include a footnote which identifies by type the
perquisites for a named executive officer where the total value of all
perquisites for that named executive officer exceeds
$10,000. Refer to Instructions to Item 402(c)(2)(ix) of
Regulation S-K.
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the
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
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the
SEC staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the
filing;
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the
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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