Effective March 1, 2010, the SEC Staff issued a new Compliance and Disclosure Interpretation (CDI) addressing incentive plan awards that allow the compensation committee to exercise “negative discretion” to reduce the amount earned pursuant to the award consistent with Section 162(m) of the Internal Revenue Code. Under FASB ASC Topic 718, the fact that the compensation committee has the right to exercise “negative discretion” may cause, in certain circumstances, the grant date of the award to be deferred until the end of the performance period, once the compensation committee has determined whether or not to exercise its negative discretion. The CDI clarifies that, notwithstanding the accounting treatment for the award, the grant date for purposes of preparing the Executive Compensation Tables should be the year in which the compensation committee communicated the terms of the award and in which the performance period began.