49 / 72
Officers have four years from date of hire or promotion
to satisfy their respective stock ownership guidelines.
Non-employee Directors must own four times the
annual retainer and have five years from the date first
elected to the Board to satisfy these guidelines.
Ownership includes all shares held by the officer or
Board member and their spouse as well as tenure-
based, unvested restricted shares. Shares pledged as
collateral for a margin account or other loan,
performance-based restricted shares, and stock options
(vested or unvested) do not count toward these stock
ownership guidelines.
Each of the Company’s NEOs has stock ownership that
exceeds ownership guidelines or is working toward
meeting respective ownership guidelines within the
allowed four-year time frame.
Progress toward meeting
the guidelines is reviewed regularly and reported to the
Board.
The Company's insider trading policy prohibits our
Board members, officers and other covered persons
from selling our Common Stock “short,” engaging in
option trading (puts, calls, or other derivative securities)
relating to our Common Stock, entering into a 10b5-1
plan (unless approved by the Compensation
Committee) or hedging. In addition, at its February 2013
meeting, the Board adopted a policy prohibiting future
pledging of the Company’s stock by executive officers
and Board members. All other covered persons under
the Company's insider trading policy must pre-clear with
the policy’s compliance officer before pledging
Company stock as collateral for a margin account or
other loan.
Employment Agreements
The Company has employment agreements with the
NEOs and certain other executives in key roles. The
agreements generally address: role and responsibility;
rights to compensation and benefits during active
employment; termination in the event of death, disability
or retirement, and termination for cause or without
cause; and resignation by the employee. Some
agreements also contain termination and related pay
provisions in the event of a change in control. For the
applicable change-in-control provisions in the
employment agreements to apply, there must be both
(i) a change in control and (ii) a termination by the
Company without cause or a resignation by the
executive for good reason. This is commonly
referenced as a “double trigger” requirement. Further,
the contracts stipulate that the executive may not
compete with the Company for prescribed periods
following termination of employment or disclose
confidential information.
The payments that may be made under each NEO’s
employment agreement upon termination
of
employment under specified circumstances are
described in more detail below under “Potential
Payments Upon Termination or Change in Control.”
Change-in-Control (“CIC”) Policy and Severance Agreements
The Company has no formal change in control or
severance policy. However, as noted above, individual
employment agreements generally have provisions
related to both CIC and severance. These agreements
provide no excise tax gross-ups.
Compensation Recovery (“Clawback”) Policy
The Company has a “Clawback” policy that allows it to
review any adjustment or restatement of performance
measures and make a determination if adjustments or
recoveries of non-equity incentives are necessary. If it
is deemed that adjustments or recoveries of non-equity
incentives are appropriate, the Compensation
Committee is charged with determining the amount of
recovery and the proper officer group subject to any
potential adjustments or recovery.
Certain Tax Implications of Executive Compensation (IRC Section 162(m))
In connection with making decisions on executive
compensation, the Compensation Committee takes into
consideration the provisions of IRC Section 162(m),
which limits the deductibility by the Company for federal
income tax purposes of certain categories of
compensation in excess of $1 million paid to certain
executive officers. It is the Company’s policy to
maximize the effectiveness of the compensation
programs while also taking into consideration the
requirements of IRC Section 162(m). In that regard, the
42