Assurant 2005 Annual Report Download - page 26

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The Committee’s review of comparative data suggested that Mr. Clayton’s long-term incentive compensation remained significantly below
the median for peer companies. Based upon these considerations and Mr. Clayton’s individual performance, we granted Mr. Clayton
19,091 shares of restricted stock, having a grant date value equal to $583,230. In addition, Mr. Clayton received 124,136 incentive units under
the AAIR Plan, 114,545 of which are stock appreciation rights based upon the value of Company common stock. Mr. Clayton received
$5,053,676 in 2004 upon the replacement of incentive units granted to him in prior years.
Consistent with contributions made to other executives, Mr. Clayton received an aggregate of $172,368 in Company contributions under
the Assurant 401(k) Plan and the 401(k) portion of the Assurant Executive Pension and 401(k) Plan.
Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation over $1,000,000
paid for any fiscal year to the Company’
s Chief Executive Officer and four other most highly compensated Executive Officers. Until the annual
meeting of stockholders in 2007, or until one of the Company’s incentive plans is materially amended, if earlier, awards issued under the
Company’s incentive plans are exempt from the deduction limits of Section 162(m). As such, the Committee believes that all compensation for
2004 paid to named executive officers is properly deductible under the Code.
Compensation Committee
John M. Palms, PhD., D.Sc., Chairman
Beth L. Bronner
Michele Coleman Mayes
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is composed of Ms. Bronner, Ms. Mayes and Dr. Palms. Dr. Palms is the Chairman. No member of the
Compensation Committee was, during the year, an officer or employee of Assurant, nor was any member of the Compensation Committee
formerly an officer of Assurant. In addition, no executive officer of Assurant served during 2004 (a) as a member of the compensation
committee or board of directors of another entity, one of whose executive officers served on the Compensation Committee or (b) as a member
of the compensation committee of another entity, one of whose executive officers served on the Board of Directors of Assurant. During 2004,
Mr. Freedman, a former officer of the Company, served as a member of the Compensation Committee. As of February 2005, he is no longer a
member of the Compensation Committee. Ms. Bronner, Ms. Mayes and Dr. Palms are independent directors and satisfy the requirements of
Section 16 of the Securities Exchange Act of 1934, as amended and Rule 162(m) under the Internal Revenue Code of 1986.
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