[Title 17 CFR 228.402]
[Code of Federal Regulations (annual edition) - April 1, 2007 Edition]
[Title 17 - COMMODITY AND SECURITIES EXCHANGES]
[Chapter II - SECURITIES AND EXCHANGE COMMISSION]
[Part 228 - INTEGRATED DISCLOSURE SYSTEM FOR SMALL]
[Subpart A - Regulation S-B]
[Sec. 228.402 - (Item 402) Executive compensation.]
[From the U.S. Government Printing Office]
17COMMODITY AND SECURITIES EXCHANGES22007-04-012007-04-01false(Item 402) Executive compensation.228.402Sec. 228.402COMMODITY AND SECURITIES EXCHANGESSECURITIES AND EXCHANGE COMMISSIONINTEGRATED DISCLOSURE SYSTEM FOR SMALLRegulation S-B
Sec. 228.402 (Item 402) Executive compensation.
(a) General--(1) All compensation covered. This Item requires clear,
concise and understandable disclosure of all plan and non-plan
compensation awarded to, earned by, or paid to the named executive
officers designated under paragraph (a)(2) of this Item, and directors
covered by paragraph (f) of this Item, by any person for all services
rendered in all capacities to the small business issuer and its
subsidiaries, unless otherwise specifically excluded from disclosure in
this Item. All such compensation shall be reported pursuant to this
Item, even if also called for by another requirement, including
transactions between the small business issuer and a third party where a
purpose of the transaction is to furnish compensation to any such named
executive officer or director. No amount reported as compensation for
one fiscal year need be reported in the same manner as compensation for
a subsequent fiscal year; amounts reported as compensation for one
fiscal year may be required to be reported in a different manner
pursuant to this Item.
(2) Persons covered. Disclosure shall be provided pursuant to this
Item for each of the following (the ``named executive officers''):
(i) All individuals serving as the small business issuer's principal
executive officer or acting in a similar capacity during the last
completed fiscal year (``PEO''), regardless of compensation level;
(ii) The small business issuer's two most highly compensated
executive officers other than the PEO who were serving as executive
officers at the end of the last completed fiscal year; and
(iii) Up to two additional individuals for whom disclosure would
have been provided pursuant to paragraph (a)(2)(ii) of this Item but for
the fact that the individual was not serving as an executive officer of
the small business issuer at the end of the last completed fiscal year.
Instructions to Item 402(a)(2).
1. Determination of most highly compensated executive officers. The
determination as to which executive officers are most highly compensated
shall be made by reference to total compensation for the last completed
fiscal year (as required to be disclosed pursuant to paragraph (b)(2)(x)
of this Item) reduced by the amount required to be disclosed pursuant to
paragraph (b)(2)(viii) of this Item, provided, however, that no
disclosure need be provided for any executive officer, other than the
PEO, whose total compensation, as so reduced, does not exceed $100,000.
2. Inclusion of executive officer of subsidiary. It may be
appropriate for a small business issuer to include as named executive
officers
[[Page 362]]
one or more executive officers or other employees of subsidiaries in the
disclosure required by this Item. See Rule 3b-7 under the Exchange Act
(17 CFR 240.3b-7).
3. Exclusion of executive officer due to overseas compensation. It
may be appropriate in limited circumstances for a small business issuer
not to include in the disclosure required by this Item an individual,
other than its PEO, who is one of the small business issuer's most
highly compensated executive officers due to the payment of amounts of
cash compensation relating to overseas assignments attributed
predominantly to such assignments.
(3) Information for full fiscal year. If the PEO served in that
capacity during any part of a fiscal year with respect to which
information is required, information should be provided as to all of his
or her compensation for the full fiscal year. If a named executive
officer (other than the PEO) served as an executive officer of the small
business issuer (whether or not in the same position) during any part of
the fiscal year with respect to which information is required,
information shall be provided as to all compensation of that individual
for the full fiscal year.
(4) Omission of table or column. A table or column may be omitted if
there has been no compensation awarded to, earned by, or paid to any of
the named executive officers or directors required to be reported in
that table or column in any fiscal year covered by that table.
(5) Definitions. For purposes of this Item:
(i) The term stock means instruments such as common stock,
restricted stock, restricted stock units, phantom stock, phantom stock
units, common stock equivalent units or any similar instruments that do
not have option-like features, and the term option means instruments
such as stock options, stock appreciation rights and similar instruments
with option-like features. The term stock appreciation rights (``SARs'')
refers to SARs payable in cash or stock, including SARs payable in cash
or stock at the election of the small business issuer or a named
executive officer. The term equity is used to refer generally to stock
and/or options.
(ii) The term plan includes, but is not limited to, the following:
Any plan, contract, authorization or arrangement, whether or not set
forth in any formal document, pursuant to which cash, securities,
similar instruments, or any other property may be received. A plan may
be applicable to one person. Small business issuers may omit information
regarding group life, health, hospitalization, or medical reimbursement
plans that do not discriminate in scope, terms or operation, in favor of
executive officers or directors of the small business issuer and that
are available generally to all salaried employees.
(iii) The term incentive plan means any plan providing compensation
intended to serve as incentive for performance to occur over a specified
period, whether such performance is measured by reference to financial
performance of the small business issuer or an affiliate, the small
business issuer's stock price, or any other performance measure. An
equity incentive plan is an incentive plan or portion of an incentive
plan under which awards are granted that fall within the scope of
Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 123 (revised 2004), Share-Based Payment, as modified or
supplemented (``FAS 123R''). A non-equity incentive plan is an incentive
plan or portion of an incentive plan that is not an equity incentive
plan. The term incentive plan award means an award provided under an
incentive plan.
(iv) The terms date of grant or grant date refer to the grant date
determined for financial statement reporting purposes pursuant to FAS
123R.
(v) Closing market price is defined as the price at which the small
business issuer's security was last sold in the principal United States
market for such security as of the date for which the closing market
price is determined.
(b) Summary compensation table--(1) General. Provide the information
specified in paragraph (b)(2) of this Item, concerning the compensation
of the named executive officers for each of the small business issuer's
last two completed fiscal years, in a Summary Compensation Table in the
tabular format specified below.
[[Page 363]]
Summary Compensation Table
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Nonequity Nonqualified
Salary Stock Option incentive plan deferred All other
Name and principal position Year ($) Bonus ($) awards awards compensation compensation compensation Total ($)
($) ($) ($) earnings ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
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........... .......... .......... .......... .......... .............. .............. .............. ..........
PEO............................
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A.............................. ........... .......... .......... .......... .......... .............. .............. .............. ..........
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B.............................. ........... .......... .......... .......... .......... .............. .............. .............. ..........
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(2) The Table shall include:
(i) The name and principal position of the named executive officer
(column (a));
(ii) The fiscal year covered (column (b));
(iii) The dollar value of base salary (cash and non-cash) earned by
the named executive officer during the fiscal year covered (column (c));
(iv) The dollar value of bonus (cash and non-cash) earned by the
named executive officer during the fiscal year covered (column (d));
Instructions to Item 402(b)(2)(iii) and (iv).
1. If the amount of salary or bonus earned in a given fiscal year is
not calculable through the latest practicable date, a footnote shall be
included disclosing that the amount of salary or bonus is not calculable
through the latest practicable date and providing the date that the
amount of salary or bonus is expected to be determined, and such amount
must then be disclosed in a filing under Item 5.02(f) of Form 8-K (17
CFR 249.308).
2. Small business issuers shall include in the salary column (column
(c)) or bonus column (column (d)) any amount of salary or bonus forgone
at the election of a named executive officer under which stock, equity-
based or other forms of non-cash compensation instead have been received
by the named executive officer. However, the receipt of any such form of
non-cash compensation instead of salary or bonus must be disclosed in a
footnote added to the salary or bonus column and, where applicable,
referring to the narrative disclosure to the Summary Compensation Table
(required by paragraph (c) of this Item) where the material terms of the
stock, option or non-equity incentive plan award elected by the named
executive officer are reported.
(v) For awards of stock, the dollar amount recognized for financial
statement reporting purposes with respect to the fiscal year in
accordance with FAS 123R (column (e));
(vi) For awards of options, with or without tandem SARs, the dollar
amount recognized for financial statement reporting purposes with
respect to the fiscal year in accordance with FAS 123R (column (f));
Instruction to Item 402(b)(2)(v) and (vi). For awards reported in
columns (e) and (f), disregard the estimate of forfeitures related to
service-based vesting conditions. Include a footnote describing all
forfeitures during the year, and disclosing all assumptions made in the
valuation. Disclose assumptions made in the valuation by reference to a
discussion of those assumptions in the registrant's financial
statements, footnotes to the financial statements, or discussion in the
Management's Discussion and Analysis. The sections so referenced are
deemed part of the disclosure provided pursuant to this Item.
(vii) The dollar value of all earnings for services performed during
the fiscal year pursuant to awards under non-equity incentive plans as
defined in paragraph (a)(5)(iii) of this Item, and all earnings on any
outstanding awards (column (g));
Instructions to Item 402(b)(2)(vii).
1. If the relevant performance measure is satisfied during the
fiscal year (including for a single year in a plan with a multi-year
performance measure), the earnings are reportable for that fiscal year,
even if not payable until a later date, and are not reportable again in
the fiscal year when amounts are paid to the named executive officer.
[[Page 364]]
2. All earnings on non-equity incentive plan compensation must be
identified and quantified in a footnote to column (g), whether the
earnings were paid during the fiscal year, payable during the period but
deferred at the election of the named executive officer, or payable by
their terms at a later date.
(viii) Above-market or preferential earnings on compensation that is
deferred on a basis that is not tax-qualified, including such earnings
on nonqualified defined contribution plans (column (h));
Instruction to Item 402(b)(2)(viii).
Interest on deferred compensation is above-market only if the rate
of interest exceeds 120% of the applicable federal long-term rate, with
compounding (as prescribed under section 1274(d) of the Internal Revenue
Code, (26 U.S.C. 1274(d))) at the rate that corresponds most closely to
the rate under the small business issuer's plan at the time the interest
rate or formula is set. In the event of a discretionary reset of the
interest rate, the requisite calculation must be made on the basis of
the interest rate at the time of such reset, rather than when originally
established. Only the above-market portion of the interest must be
included. If the applicable interest rates vary depending upon
conditions such as a minimum period of continued service, the reported
amount should be calculated assuming satisfaction of all conditions to
receiving interest at the highest rate. Dividends (and dividend
equivalents) on deferred compensation denominated in the small business
issuer's stock (``deferred stock'') are preferential only if earned at a
rate higher than dividends on the small business issuer's common stock.
Only the preferential portion of the dividends or equivalents must be
included. Footnote or narrative disclosure may be provided explaining
the small business issuer's criteria for determining any portion
considered to be above-market.
(ix) All other compensation for the covered fiscal year that the
small business issuer could not properly report in any other column of
the Summary Compensation Table (column (i)). Each compensation item that
is not properly reportable in columns (c)-(h), regardless of the amount
of the compensation item, must be included in column (i). Such
compensation must include, but is not limited to:
(A) Perquisites and other personal benefits, or property, unless the
aggregate amount of such compensation is less than $10,000;
(B) All ``gross-ups'' or other amounts reimbursed during the fiscal
year for the payment of taxes;
(C) For any security of the small business issuer or its
subsidiaries purchased from the small business issuer or its
subsidiaries (through deferral of salary or bonus, or otherwise) at a
discount from the market price of such security at the date of purchase,
unless that discount is available generally, either to all security
holders or to all salaried employees of the small business issuer, the
compensation cost, if any, computed in accordance with FAS 123R;
(D) The amount paid or accrued to any named executive officer
pursuant to a plan or arrangement in connection with:
(1) Any termination, including without limitation through
retirement, resignation, severance or constructive termination
(including a change in responsibilities) of such executive officer's
employment with the small business issuer and its subsidiaries; or
(2) A change in control of the small business issuer;
(E) Small business issuer contributions or other allocations to
vested and unvested defined contribution plans;
(F) The dollar value of any insurance premiums paid by, or on behalf
of, the small business issuer during the covered fiscal year with
respect to life insurance for the benefit of a named executive officer;
and
(G) The dollar value of any dividends or other earnings paid on
stock or option awards, when those amounts were not factored into the
grant date fair value for the stock or option award; and
Instructions to Item 402(b)(2)(ix).
1. Non-equity incentive plan awards and earnings and earnings on
stock or options, except as specified in paragraph (b)(2)(ix)(G) of this
Item, are required to be reported elsewhere as provided in this Item and
are not reportable as All Other Compensation in column (i).
2. Benefits paid pursuant to defined benefit and actuarial plans are
not reportable as All Other Compensation in column (i) unless
accelerated pursuant to a change in control; information concerning
these plans is reportable pursuant to paragraph (e)(1) of this Item.
[[Page 365]]
3. Reimbursements of taxes owed with respect to perquisites or other
personal benefits must be included in the columns as tax reimbursements
(paragraph (b)(2)(ix)(B) of this Item) even if the associated
perquisites or other personal benefits are not required to be included
because the aggregate amount of such compensation is less than $10,000.
4. Perquisites and other personal benefits shall be valued on the
basis of the aggregate incremental cost to the small business issuer.
5. For purposes of paragraph (b)(2)(ix)(D) of this Item, an accrued
amount is an amount for which payment has become due.
(x) The dollar value of total compensation for the covered fiscal
year (column (j)). With respect to each named executive officer,
disclose the sum of all amounts reported in columns (c) through (i).
Instructions to Item 402(b).
1. Information with respect to the fiscal year prior to the last
completed fiscal year will not be required if the small business issuer
was not a reporting company pursuant to section 13(a) or 15(d) of the
Exchange Act (15 U.S.C. 78m(a) or 78o(d)) at any time during that year,
except that the small business issuer will be required to provide
information for any such year if that information previously was
required to be provided in response to a Commission filing requirement.
2. All compensation values reported in the Summary Compensation
Table must be reported in dollars and rounded to the nearest dollar.
Reported compensation values must be reported numerically, providing a
single numerical value for each grid in the table. Where compensation
was paid to or received by a named executive officer in a different
currency, a footnote must be provided to identify that currency and
describe the rate and methodology used to convert the payment amounts to
dollars.
3. If a named executive officer is also a director who receives
compensation for his or her services as a director, reflect that
compensation in the Summary Compensation Table and provide a footnote
identifying and itemizing such compensation and amounts. Use the
categories in the Director Compensation Table required pursuant to
paragraph (f) of this Item.
4. Any amounts deferred, whether pursuant to a plan established
under section 401(k) of the Internal Revenue Code (26 U.S.C. 401(k)), or
otherwise, shall be included in the appropriate column for the fiscal
year in which earned.
(c) Narrative disclosure to summary compensation table. Provide a
narrative description of any material factors necessary to an
understanding of the information disclosed in the Table required by
paragraph (b) of this Item. Examples of such factors may include, in
given cases, among other things:
(1) The material terms of each named executive officer's employment
agreement or arrangement, whether written or unwritten;
(2) If at any time during the last fiscal year, any outstanding
option or other equity-based award was repriced or otherwise materially
modified (such as by extension of exercise periods, the change of
vesting or forfeiture conditions, the change or elimination of
applicable performance criteria, or the change of the bases upon which
returns are determined), a description of each such repricing or other
material modification;
(3) The waiver or modification of any specified performance target,
goal or condition to payout with respect to any amount included in non-
stock incentive plan compensation or payouts reported in column (g) to
the Summary Compensation Table required by paragraph (b) of this Item,
stating whether the waiver or modification applied to one or more
specified named executive officers or to all compensation subject to the
target, goal or condition;
(4) The material terms of each grant, including but not limited to
the date of exercisability, any conditions to exercisability, any tandem
feature, any reload feature, any tax-reimbursement feature, and any
provision that could cause the exercise price to be lowered;
(5) The material terms of any non-equity incentive plan award made
to a named executive officer during the last completed fiscal year,
including a general description of the formula or criteria to be applied
in determining the amounts payable and vesting schedule;
(6) The method of calculating earnings on nonqualified deferred
compensation plans including nonqualified defined contribution plans;
and
(7) An identification to the extent material of any item included
under All Other Compensation (column (i)) in the Summary Compensation
Table. Identification of an item shall not be considered material if it
does not exceed the greater of $25,000 or 10% of all
[[Page 366]]
items included in the specified category in question set forth in
paragraph (b)(2)(ix) of this Item. All items of compensation are
required to be included in the Summary Compensation Table without regard
to whether such items are required to be identified.
Instruction to Item 402(c).
The disclosure required by paragraph (c)(2) of this Item would not
apply to any repricing that occurs through a pre-existing formula or
mechanism in the plan or award that results in the periodic adjustment
of the option or SAR exercise or base price, an antidilution provision
in a plan or award, or a recapitalization or similar transaction equally
affecting all holders of the class of securities underlying the options
or SARs.
(d) Outstanding equity awards at fiscal year-end table. (1) Provide
the information specified in paragraph (d)(2) of this Item, concerning
unexercised options; stock that has not vested; and equity incentive
plan awards for each named executive officer outstanding as of the end
of the small business issuer's last completed fiscal year in the
following tabular format:
[[Page 367]]
Outstanding Equity Awards at Fiscal Year-End
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Option awards Stock awards
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Equity Equity
Equity incentive incentive
Number of Number of incentive plan awards: plan awards:
securities securities plan awards: Number of Market value Number of Market or
Name underlying underlying Number of Option Option shares or of shares of unearned payout value
unexercised unexercised securities exercise price expiration units of stock units of shares, units of unearned
options options underlying ($) date that have not stock that or other shares, units
() () unexercised vested have not rights that or others
exercisable unexercisable unearned () vested ($) have not rights that
options vested have not
() () vested ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
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PEO
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A
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B
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[[Page 368]]
(2) The Table shall include:
(i) The name of the named executive officer (column (a));
(ii) On an award-by-award basis, the number of securities underlying
unexercised options, including awards that have been transferred other
than for value, that are exercisable and that are not reported in column
(d) (column (b));
(iii) On an award-by-award basis, the number of securities
underlying unexercised options, including awards that have been
transferred other than for value, that are unexercisable and that are
not reported in column (d) (column (c));
(iv) On an award-by-award basis, the total number of shares
underlying unexercised options awarded under any equity incentive plan
that have not been earned (column (d));
(v) For each instrument reported in columns (b), (c) and (d), as
applicable, the exercise or base price (column (e));
(vi) For each instrument reported in columns (b), (c) and (d), as
applicable, the expiration date (column (f));
(vii) The total number of shares of stock that have not vested and
that are not reported in column (i) (column (g));
(viii) The aggregate market value of shares of stock that have not
vested and that are not reported in column (j) (column (h));
(ix) The total number of shares of stock, units or other rights
awarded under any equity incentive plan that have not vested and that
have not been earned, and, if applicable the number of shares underlying
any such unit or right (column (i)); and
(x) The aggregate market or payout value of shares of stock, units
or other rights awarded under any equity incentive plan that have not
vested and that have not been earned (column (j)).
Instructions to Item 402(d)(2).
1. Identify by footnote any award that has been transferred other
than for value, disclosing the nature of the transfer.
2. The vesting dates of options, shares of stock and equity
incentive plan awards held at fiscal-year end must be disclosed by
footnote to the applicable column where the outstanding award is
reported.
3. Compute the market value of stock reported in column (h) and
equity incentive plan awards of stock reported in column (j) by
multiplying the closing market price of the small business issuer's
stock at the end of the last completed fiscal year by the number of
shares or units of stock or the amount of equity incentive plan awards,
respectively. The number of shares or units reported in column (d) or
(i), and the payout value reported in column (j), shall be based on
achieving threshold performance goals, except that if the previous
fiscal year's performance has exceeded the threshold, the disclosure
shall be based on the next higher performance measure (target or
maximum) that exceeds the previous fiscal year's performance. If the
award provides only for a single estimated payout, that amount should be
reported. If the target amount is not determinable, small business
issuers must provide a representative amount based on the previous
fiscal year's performance.
4. Multiple awards may be aggregated where the expiration date and
the exercise and/or base price of the instruments is identical. A single
award consisting of a combination of options, SARs and/or similar
option-like instruments shall be reported as separate awards with
respect to each tranche with a different exercise and/or base price or
expiration date.
5. Options or stock awarded under an equity incentive plan are
reported in columns (d) or (i) and (j), respectively, until the relevant
performance condition has been satisfied. Once the relevant performance
condition has been satisfied, even if the option or stock award is
subject to forfeiture conditions, options are reported in column (b) or
(c), as appropriate, until they are exercised or expire, or stock is
reported in columns (g) and (h) until it vests.
(e) Additional narrative disclosure. Provide a narrative description
of the following to the extent material:
(1) The material terms of each plan that provides for the payment of
retirement benefits, or benefits that will be paid primarily following
retirement, including but not limited to tax-qualified defined benefit
plans, supplemental executive retirement plans, tax-qualified defined
contribution plans and nonqualified defined contribution plans.
(2) The material terms of each contract, agreement, plan or
arrangement, whether written or unwritten, that provides for payment(s)
to a named executive officer at, following, or in connection with the
resignation, retirement or other termination of a named executive
officer, or a change in control of the small business issuer or a change
in the named executive officer's responsibilities following a change in
[[Page 369]]
control, with respect to each named executive officer.
(f) Compensation of directors. (1) Provide the information specified
in paragraph (f)(2) of this Item, concerning the compensation of the
directors for the small business issuer's last completed fiscal year, in
the following tabular format:
Director Compensation
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Non-equity Nonqualified
Fees earned or Stock awards Option awards incentive plan deferred All other
Name paid in cash ($) ($) compensation compensation compensation Total ($)
($) ($) earnings ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h)
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A
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B
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C
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D
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E
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(2) The Table shall include:
(i) The name of each director unless such director is also a named
executive officer under paragraph (a) of this Item and his or her
compensation for service as a director is fully reflected in the Summary
Compensation Table pursuant to paragraph (b) of this Item and otherwise
as required pursuant to paragraphs (c) through (e) of this Item (column
(a));
(ii) The aggregate dollar amount of all fees earned or paid in cash
for services as a director, including annual retainer fees, committee
and/or chairmanship fees, and meeting fees (column (b));
(iii) For awards of stock, the dollar amount recognized for
financial statement reporting purposes with respect to the fiscal year
in accordance with FAS 123R (column (c));
(iv) For awards of stock options, with or without tandem SARs, the
dollar amount recognized for financial statement reporting purposes with
respect to the fiscal year in accordance with FAS 123R (column (d));
Instruction to Item 402(f)(2)(iii) and (iv).
For each director, disclose by footnote to the appropriate column,
the aggregate number of stock awards and the aggregate number of option
awards outstanding at fiscal year end.
(v) The dollar value of all earnings for services performed during
the fiscal year pursuant to non-equity incentive plans as defined in
paragraph (a)(5)(iii) of this Item, and all earnings on any outstanding
awards (column (e));
(vi) Above-market or preferential earnings on compensation that is
deferred on a basis that is not tax-qualified, including such earnings
on nonqualified defined contribution plans (column (f));
(vii) All other compensation for the covered fiscal year that the
small business issuer could not properly report in any other column of
the Director Compensation Table (column (g)). Each compensation item
that is not properly reportable in columns (b)-(f), regardless of the
amount of the compensation item, must be included in column (g) and must
be identified and quantified in a footnote if it is deemed material in
accordance with paragraph (c)(7) of this Item. Such compensation must
include, but is not limited to:
(A) Perquisites and other personal benefits, or property, unless the
aggregate amount of such compensation is less than $10,000;
[[Page 370]]
(B) All ``gross-ups'' or other amounts reimbursed during the fiscal
year for the payment of taxes;
(C) For any security of the small business issuer or its
subsidiaries purchased from the small business issuer or its
subsidiaries (through deferral of salary or bonus, or otherwise) at a
discount from the market price of such security at the date of purchase,
unless that discount is available generally, either to all security
holders or to all salaried employees of the small business issuer, the
compensation cost, if any, computed in accordance with FAS 123R;
(D) The amount paid or accrued to any director pursuant to a plan or
arrangement in connection with:
(1) The resignation, retirement or any other termination of such
director; or
(2) A change in control of the small business issuer;
(E) Small business issuer contributions or other allocations to
vested and unvested defined contribution plans;
(F) Consulting fees earned from, or paid or payable by the small
business issuer and/or its subsidiaries (including joint ventures);
(G) The annual costs of payments and promises of payments pursuant
to director legacy programs and similar charitable award programs;
(H) The dollar value of any insurance premiums paid by, or on behalf
of, the small business issuer during the covered fiscal year with
respect to life insurance for the benefit of a director; and
(I) The dollar value of any dividends or other earnings paid on
stock or option awards, when those amounts were not factored into the
grant date fair value for the stock or option award; and
Instruction to Item 402(f)(2)(vii).
Programs in which small business issuers agree to make donations to
one or more charitable institutions in a director's name, payable by the
small business issuer currently or upon a designated event, such as the
retirement or death of the director, are charitable awards programs or
director legacy programs for purposes of the disclosure required by
paragraph (f)(2)(vii)(G) of this Item. Provide footnote disclosure of
the total dollar amount payable under the program and other material
terms of each such program for which tabular disclosure is provided.
(viii) The dollar value of total compensation for the covered fiscal
year (column (h)). With respect to each director, disclose the sum of
all amounts reported in columns (b) through (g).
Instruction to Item 402(f)(2).
Two or more directors may be grouped in a single row in the Table if
all elements of their compensation are identical. The names of the
directors for whom disclosure is presented on a group basis should be
clear from the Table.
(3) Narrative to director compensation table. Provide a narrative
description of any material factors necessary to an understanding of the
director compensation disclosed in this Table. While material factors
will vary depending upon the facts, examples of such factors may
include, in given cases, among other things:
(i) A description of standard compensation arrangements (such as
fees for retainer, committee service, service as chairman of the board
or a committee, and meeting attendance); and
(ii) Whether any director has a different compensation arrangement,
identifying that director and describing the terms of that arrangement.
Instruction to Item 402(f).
In addition to the Instruction to paragraph (f)(2)(vii) of this
Item, the following apply equally to paragraph (f) of this Item:
Instructions 2 and 4 to paragraph (b) of this Item; the Instructions to
paragraphs (b)(2)(iii) and (iv) of this Item; the Instruction to
paragraphs (b)(2)(v) and (vi) of this Item; the Instructions to
paragraph (b)(2)(vii) of this Item; the Instruction to paragraph
(b)(2)(viii) of this Item; the Instructions to paragraph (b)(2)(ix) of
this Item; and paragraph (c)(7) of this Item. These Instructions apply
to the columns in the Director Compensation Table that are analogous to
the columns in the Summary Compensation Table to which they refer and to
disclosures under paragraph (f) of this Item that correspond to
analogous disclosures provided for in paragraph (b) of this Item to
which they refer.
[71 FR 53228, Sept. 8, 2006, as amended at 71 FR 78349, Dec. 29, 2006]