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Corporate Governance

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Stock Ownership and Stock Retention Policy

Subject to all requirements and limitations of the securities laws of the United States and the State of California, whose provisions, whenever applicable to any transaction or circumstance shall control and prevail over this policy and in any or all cases regarding the acquisition and disposition of company stock, the Board of Directors does enact the following stock ownership and Retention Policy for all members of the Board of Directors and all Officers of the Company:
  1. 1. Each member of the Board of Directors shall be required to accumulate, beginning on January 1, 2010 for existing directors, or on January 1st of the year following the election or appointment of any new director, over a three (3) year period after such date, equity in the Company, consisting of shares of common stock, restricted stock, stock units, performance shares, and or any other form of equity permitted or that may be permitted under the Company’s Equity Incentive Plan or similar Plan, in an amount not less than three (3) times the amount of the Director annual cash retainer (Minimum Director Stock Ownership Requirement).
  1. 2. After accumulating the Minimum Director Stock Ownership Requirement, a director shall be required to continue to maintain and hold that amount, subject to Permitted Adjustments, from time to time, until he or she leaves the Board.

    3. The determination of whether a Director has accumulated and or maintained the Minimum Director Stock Ownership Amount, shall be made by using the higher of cost, tax basis or market value (determined either on the basis of the average closing price of the company stock over the 200 day period prior to calendar year end or on the grant date for unvested restricted stock) for all stock legally or equitably owned or controlled and maintained by a director.
  1. 4. In the event any deficiency in the Minimum Stock Ownership Requirement arises as a result of any increase in the Director annual cash retainer amount, the Board shall consider any relevant facts or circumstances in determining the period of time in which a Director shall be permitted to cure any such deficiency, (a Permitted Adjustment).
  1. 5. Every Vice President and President, shall be required to accumulate, beginning on January 1, 2010 for existing officers, and on January 1st of the year following the election or appointment of any new officer, over a five (5) year period after such date, equity in the Company, consisting of common stock, restricted stock, stock units, performance shares, and or any other form of equity permitted or that may be permitted under the Company’s Equity Incentive Plan or similar plan, in an amount not less than two times the amount of such officer’s base salary (Minimum Officer Stock Ownership Requirement).
  1. 6. After accumulating the Minimum Officer Stock Ownership Requirement, such officer, so long as he or she remains an officer, shall be required to continue to maintain and hold that amount, subject to Permitted Adjustments, from time to time, until he or she leaves the Company.
  1. 7. The determination of whether an officer has accumulated and or maintained the Minimum Officer Stock Ownership Amount, shall be made by using the higher of cost, tax basis or market value (determined either on the basis of the average closing price of the company stock over the 200 day period prior to calendar year end or on the grant date for unvested restricted stock) for all stock legally or equitably owned or controlled and maintained by an officer. 

  2. 8. In the event any deficiency arises as a result of any increase in an Officer’s Base Salary or other factors, the Board, in consultation with the President shall consider any relevant facts or circumstances in determining the period of time in which an Officer shall cure any such deficiency (a Permitted Adjustment) or consider if a waiver of this requirement may be granted.
  1. 9. The Board, in its sole discretion, and at any time, may make exceptions and or any adjustments in these requirements as it deems appropriate or equitable for the Director or Officer group as a whole or for any individual Director or Officer for hardship or any other unforeseen or exigent circumstance.