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ISS Releases FAQs on New Equity Plan Scorecard for 2015 (Part 2)
Winston & Strawn LLPLink to more items from this source
Jan. 8, 2015

"The following egregious features will result in an 'against' recommendation from ISS, regardless of other [Equity Plan Scorecard] factors: [1] A change in control definition that could result in vesting of awards by any trigger other than a full double trigger; [2] If the plan would permit repricing or cash buyout of underwater options or SARs without shareholder approval ... [3] If the plan is a vehicle for problematic pay practices or a pay-for-performance disconnect; or [4] If any other plan features or company practices are deemed detrimental to shareholder interests. Such features may include, on a case-by-case basis, tax gross-ups related to plan awards or provisions for reload options."

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