Securities Exchange Act of 1934 — Section 16

November 24, 1993

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented in your letter and telephone conversations with the staff, the Division concurs in your view that where plan administrators have approved a grant or award to a director of the Company, subject to shareholder approval but no further discretion, the grant or award is deemed to have occurred on the date of plan administrator approval for purposes of determining the disinterested status of such director under Rule 16b-3(c)(2)(i) under Section 16 of the Securities Exchange Act of 1934. This position applies only to the date the grant or award is deemed to have occurred for purposes of Rule 16b-3(c)(2)(i). See e.g., Skadden, Arps, Slate, Meagher & Flom (April 25, 1991) (a grant or award subject to shareholder approval is deemed to have occurred on the date of shareholder approval for purposes of the six month holding period required by Rule 16b-3(c)(1)).

Because this position is based on the representations made to the Division in your letter and telephone conversations with the staff, it should be noted that any different facts or conditions might require a different conclusion.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/bioject112493-sec16.htm