From: KEN KESLER [kkesler@houston.rr.com]
Sent: Monday, June 30, 2003 11:23 AM
To: rule-comments@sec.gov
Subject: CEO Compensation (s7-10-03)

Gentlemen:
 
I do not think that having the shareholders vote on executive stodk options 
is a good idea.
 
First, the tendency will be populist in nature and will preclude companies 
from recruiting the best talent it can afford.
 
Second, the options will probably be tied to the stock price which rarely 
has anything to do with the companies real worth but rather on the markets 
ability to hype the stock. This will lead to very short term outlooks and 
will hurt any long term strategy.
 
Unfortunately there has never been any way to guarantee honesty.
 
Ken Kesler