Securities and Exchange Commission
Dear Securities and Exchange Commission,
April 10, 2006
Dear Sir/Madam,
I have the following general comments with respect to your proposed executive compensation rules:
1. The IRS places great emphasis on disclosure of the values of optional forms of distribution to participants. Perhaps there should be some discussion of this topic. If a lump sum is available, it would appear that the amount of such lump sum should be disclosed.
2. If an executive has attained retirement age and, under company policies, he or she is entitled to retiree medical coverage upon retirement, the value of this coverage should be disclosed.
3. The consequences of providing a specified rate of return on nonqualified deferrals should be disclosed, i.e., that the benefit of the company's tax deduction is deferred.
4. The maximum payout under a change of control agreement should be disclosed including the cost of gross-ups.
5. If the company provides single trigger change of control protection, the rationale for such protection should be explained.
6. The compensation committee should be required to disclose the rationale for paying all executives the same multiple of compensation under a change of control agreement if it bases severance payouts to rank and file employees upon length of service.
Very Truly Yours,
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