Certain Executive Officer and Other Compensation Polices
Equity Compensation Plans Prohibit Repricing Stock Options Without Stockholder Approval
The Companys 2013 Incentive Plan, 2011 Non-Employee Director Equity Incentive Plan and 1996 Stock
Incentive Plan expressly prohibit the repricing of stock options without stockholder approval.
Stock Ownership and Retention
Requirements
The Companys Corporate Governance Policies include a requirement that the Companys Chief Executive Officer,
not more than five years after the date of initial employment, maintain ownership of the Companys stock equal in value to three times the Chief Executive Officers base salary.
The Companys Corporate Governance Policies include a requirement that the non-employee directors
of the Company, not more than five years after the date of initial election to the Board, maintain ownership of the Companys stock equal in value to three times the directors annual cash retainer unless doing so would impose a financial
hardship on the director. Additionally, the director must retain and not sell during their tenure on the Board at least fifty percent of the shares of Company stock acquired while service as a director through the exercise of vested stock options or
restricted stock or other equity grants.
Insider Trading Policy
The Companys Insider Trading Policy prohibits our employees (including our named executive officers) from (i) trading our securities
while in possession of material nonpublic information, (ii) trading the securities of our customers, suppliers, competitors, potential acquisitions, or partners while in possession of material nonpublic information, and (iii) engaging in
short sales, trading in derivative securities, entering into hedging transactions, pledging our securities as collateral for loans, and holding our securities in margin accounts.
Restitution or Recovery Policy
The Companys Corporate Governance Policies provide that the Company will seek to recover, at the direction of the compensation committee
after it has considered the costs and benefits of doing so, and to the extent permitted by applicable law, incentive compensation awarded or paid to an executive officer of the Company for a fiscal period if the result of a performance measure upon
which the award was based or paid is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award or payment.
Other Executive Benefit Arrangements and Gross Ups
Our compensation committee has adopted a policy eliminating the payment of all tax gross-ups for the
Companys executive officers except for tax gross-ups for relocation expenses.
Accounting
and Tax Considerations
In determining the compensation programs, practices and packages offered to the Companys executive
officers for fiscal 2019, the compensation committee took into consideration the accounting and tax effects of each component of compensation and aims to keep the compensation expenses associated with such programs, practices and packages within
reasonable levels.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code) and related
regulations of the Internal Revenue Service, the Company generally receives a federal income tax deduction for compensation paid to our Chief Executive Officer and our other named executive officer only with respect to amounts up to $1 million
during any year. We expect to pay compensation to our executive officers that may not be fully deductible when, for example, we believe such compensation is appropriate and in the best interests of the stockholders, after taking into consideration
changing business conditions and/or the executives performance.
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