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Ownership includes all shares held by the officer or Director 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 NEO and Director has stock ownership that exceeds ownership guidelines or is working toward meeting the
requisite guideline 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 Directors, 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.
Beginning in 2013, the Board adopted a policy prohibiting any further pledging of the Company’s stock by
executive officers and Directors. 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; 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. These change-in-control provisions do not apply unless there is both a change in control and
a termination by the Company without cause or a resignation by the executive for good reason. This is commonly
referred to 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 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 these matters. 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 determine whether adjustments or recoveries of non-equity incentives are necessary. If it is deemed
that such an adjustment or recovery is 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
In connection with making decisions on executive compensation, the Compensation Committee considers the
provisions of Internal Revenue Code Section 162(m), which limits the Company’s ability to deduct, for federal
income tax purposes, 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 Internal Revenue Code (“IRC”) Section 162(m). The Company intends to
maintain the flexibility to take actions that it deems to be in the best interest of the Company and its shareholders.
Accordingly, the Compensation Committee intends to maintain the flexibility to implement executive compensation
programs that it deems to be in the best interest of the Company and its shareholders, and it reserves the
authority to award non-deductible compensation as it deems appropriate.
Compensation Discussion & Analysis
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Additional Executive Compensation Practices and Procedures
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