Governance & Executive Compensation Policies
Policy on Stockholder Rights Plan
Repricing of Stock Options Policy
Executive Compensation in Restatement Situations
Executive Severance Benefits
Policy on Stockholder Rights Plan
It is the company's policy to seek stockholder approval prior to its adoption of a stockholder rights plan, unless the board determines, with the concurrence of a majority of its independent non-executive members, that, due to timing concerns, it is in the best interests of the company's stockholders to adopt a rights plan without delay.
If a rights plan is adopted without prior stockholder approval, the plan must provide that it shall expire unless ratified by stockholders within one year of adoption.
Repricing of Stock Options Policy
It is the Board of Directors’ policy that the company will not, without stockholder approval, amend any employee or non-employee director stock option to reduce the exercise price (except for appropriate adjustment in the case of a stock split or similar change in capitalization); or offer to exchange outstanding employee or non-employee director stock options for options having a lower exercise price; or offer to exchange options having an exercise price above the current market price for cash, restricted stock, or other consideration.
Executive Compensation in Restatement Situations
It is the Board of Directors’ Policy that the Company will, to the extent permitted by governing law, require reimbursement of any bonus paid to executive officers and certain other officers after March 1, 2005 where: a) the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement, b) in the Board’s view the executive engaged in misconduct that caused or partially caused the need for the restatement, and c) a lower payment would have been made to the executive based upon the restated financial results. In each such instance, the Company will seek to recover the individual executive’s entire annual bonus for the relevant period, plus a reasonable rate of interest.
Executive Severance Benefits
It is the Board of Directors’ Policy to seek stockholder approval for any future agreements with executive officers and certain other officers that would provide cash severance payments in an amount exceeding 2.99 times the sum of the executive’s base salary plus bonus for the last completed fiscal year. For purposes of this policy, “future agreements” means any such agreements the Company may enter into, including any renewals or extensions of existing contracts, after March 1, 2005. “Cash severance payments” excludes the value of all other compensation and benefits that may apply such as the value of any other incentive compensation accrued to date, any acceleration of outstanding equity compensation, any continuation of employee benefits, and any increase in retirement benefits triggered by severance provisions or resulting from the satisfaction of tax gross-up obligations.