Table of Contents
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Front Cover
Table of Contents
Notice of Annual Meeting of Stockholders
Proxy Summary
Proposal 1 - Election of Directors
Our Board of Directors
Corporate Governance
Director Compensation
Proposal 2 - Selection of independent Registered Public Accounting Firm
Audit Committee Report
Audit Fees
Proposal 3 - Advisory Vote on Executive Compensation
2016 Business Highlights
Compensation Discussion and Analysis
Report of the Compensation Committee
Executive Compensation Tables
Security Ownership Information
Securities Ownership of Directors and NEOs
5% or More Beneficial Owners
Proposal 4 - Approval of the Amended and Restated 2013 Equity Incentive Award Plan
Key Terms of the Amended Plan
Summary of the Amended Plan
Existing Plan Benefits
Other Information
Frequently Asked Questions
Other Business
Annex A: Reconciliation of Non GAAP Financial Information to GAAP
Annex B: Amended and Restated 2013 Equity Incentive Award Plan
Table of Contents
Article 1 Purpose
Article 2 Definitions and Construction
Article 3 Shares Subject to the Plan
3.1. Number of Shares
3.2. Stock Distributed
3.3. Limitation on Number of Shares Subject to Awards
Article 4 Eligibility and Participation
4.1. Eligibility
4.2. Participation
4.3. Foreign Participants
Article 5 Stock Options
5.1. General
5.2. Incentive Stock Options
5.3. Substitution of Stock Appreciation Rights
5.4. Paperless Exercise
5.5. Granting of Options to Independent Directors
Article 6 Restricted Stock Awards
6.1. Grant of Restricted Stock
6.2. Issuance and Restrictions
6.3. Forfeiture
6.4. Certificates for Restricted Stock
Article 7 Stock Appreciation Rights
7.1. Grant of Stock Appreciation Rights
7.2. No Coupled Stock Appreciation Rights
7.3. Independent Stock Appreciation Rights
7.4. Payment and Limitations on Exercise
Article 8 Other Types of Awards
8.1. Performance Share Awards
8.2. Stock Payments
8.3. Deferred Stock
8.4. Restricted Stock Units
8.5. Other Stock-Based Awards
8.6. Term
8.7. Exercise or Purchase Price
8.8. Exercise Upon Termination of Employment or Service
8.9. Form of Payment
8.10. Award Agreement
Article 9 Performance-Based Awards
9.1. Purpose
9.2. Applicability
9.3. Procedures with Respect to Performance-Based Awards
9.4. Payment of Performance-Based Awards
9.5. Additional Limitations
Article 10 Provisions Applicable to Awards
10.1. Stand-Alone and Tandem Awards
10.2. Award Agreement
10.3. Limits on Transfer
10.4. Death of Optionee
10.5. Retirement or Disability
10.6. Forfeiture for Other Reasons
10.7. Leaves of Absence and Performance Targets
10.8. Newly Eligible Employees
10.9. Stock Certificates; Book Entry Procedures
10.10. Minimum Vesting
10.11. Prohibition on Buyout of Options and SARs
Article 11 Changes in Capital Structure
11.1. Adjustments
11.2. Outstanding Awards - Other Changes
11.3. No Other Rights
Article 12 Administration
12.1. Committee
12.2. Committee Membership
12.3. Certain Actions
12.4. Action by the Committee
12.5. Authority of Committee
12.6. Decisions Binding
12.7. Delegation of Authority
12.8. Committee Administration
12.9. Liability
Article 13 Effective and Expiration Date
13.1. Effective Date
13.2. Expiration Date
Article 14 Amendment, Modification, and Termination
14.1. Amendment, Modification, and Termination
14.2. Awards Previously Granted
Article 15 Compliance with Section 409a of the Code
15.1. Awards subject to Code Section 409A
15.2. Distributions under a Section 409A Award
15.3. Prohibition on Acceleration of Benefits
15.4. Elections under Section 409A Awards
15.5. Compliance in Form and Operation
Article 16 General Provisions
16.1. No Rights to Awards
16.2. Privileges of Stock Ownership; Voting and Dividends
16.3. Withholding
16.4. No Right to Employment or Services
16.5. Unfunded Status of Awards
16.6. Indemnification
16.7. Relationship to other Benefits
16.8. Expenses
16.9. Titles and Headings
16.10. Fractional Shares
16.11. Limitations Applicable to Section 16 Persons
16.12. Government and Other Regulations
16.13. Governing Law
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