Ten Areas For Enhanced Board Focus In 2009: Spotlight On Risk Oversight - 5 Mar 2009

This is number 9 on a list of the top ten corporate gonvernence considerations. See the whole list here -http://www.metrocorpcounsel.com/current.php?artType=view&EntryNo=9446

9. Exercise caution in adjusting previous equity compensation
grants (for example, repricings or exchanges) or in otherwise adjusting
compensation with respect to missed performance goals.
Modification of previous equity compensation grants and the exercise of
compensation committee discretion to pay bonuses or make equity grants
when performance targets have not been achieved can undermine the
company's compensation philosophy and objectives, and send the wrong
signal to shareholders that executives will be rewarded no matter what.
Companies that wish to reprice or exchange underwater stock options (to
assist in executive retention or other reasons) should be aware that
such efforts may be treated with skepticism by shareholders as
evidencing "pay for failure" - particularly when shareholders have
experienced negative returns.