Form 8-K COLLECTORS UNIVERSE INC For: Mar 04

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 4, 2015

 

COLLECTORS UNIVERSE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		0-27887		33-0846191
(State or other jurisdiction  of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1921 E. Alton Avenue, Santa Ana, California		92705
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (949) 567-1234

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 5.02.

Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(e)

Compensatory Arrangements of Certain Officers

 

Adoption of Fiscal 2015 Cash Incentive Plan. On March 4, 2015 the Compensation Committee (the “Compensation Committee” or the “Committee”) of the Board of Directors of Collectors Universe, Inc. (the “Company” or “we,” “our” or “us”) adopted a cash incentive plan for Robert G. Deuster and Joseph J. Wallace, the Company’s Chief Executive Officer and Chief Financial Officer, respectively, for the fiscal year ending June 30, 2015 (the “2015 Incentive Plan” or the “Plan”).

 

Description of the 2015 Incentive Plan. Set forth below is a summary description of the 2015 Incentive Plan, which is not intended to be complete and is qualified in its entirety by reference to the Incentive Plan, a copy of which is attached as Exhibit 99.1 to and incorporated into this Current Report on Form 8-K.

 

Purpose of the Incentive Plan. The primary purpose of the 2015 Incentive Plan is to further the interests of the Company and its stockholders by (i) providing meaningful incentives and financial awards to Plan Participants for making significant contributions to the achievement, by the Company, of specified financial performance goals in Fiscal 2015, and (ii) making a substantial portion of each Participant’s compensation for Fiscal 2015 dependent on the Company’s achievement of those goals.

 

Administration of the Incentive Plan. The Plan will be administered by the Compensation Committee, which will have the authority to designate the executive officers of the Company that will participate in and have opportunities to earn cash incentive awards under the Plan (the “Participants”), to interpret and construe, and to adopt all necessary rules and regulations for administering, the Plan and to determine whether and the extent to which incentive awards have been earned by the Participants under that Plan. All decisions and determinations of the Committee with respect to the 2015 Incentive Plan will be final and binding on and non-appealable by the Company and the Participants.

 

Establishment of Corporate Financial and Individualized Performance Goals. The Plan provides for the establishment by the Committee of incentive award opportunities for each Participant based on the extent to which, if any, (i) one or more corporate financial goals (“Corporate Financial Goals”) for Fiscal 2015 are achieved or exceeded by the Company, and (ii) individual or personal performance objectives (“MBOs”) are achieved or exceeded by each Plan Participant, in each case as determined by the Committee.

 

Determination of Incentive Awards Earned by Participants. By no later than 60 days after the end of Fiscal 2015, the Committee is to determine (i) whether and to what extent any of the Corporate Financial Goals has been achieved or exceeded by the Company, (ii) whether or to what extent each Participant has achieved his individual MBOs, and (iii) the amounts of the incentive awards, if any, that each Participant has earned under the Plan.

 

Payment of Incentive Awards. The Plan provides that, if and to the extent earned, incentive awards are to be paid within 30 days after the Committee has determined that such an award has been earned by a Participant under the Plan, but in no event later than the ninetieth (90th) day after the end of Fiscal 2015. In certain instances the Committee may authorize the Company to make partial payments of an incentive award to a Participant prior to the end of fiscal 2015, if the Committee determines that the Company has achieved a Corporate Financial Goal or the Participant has achieved some of his MBOs prior to the end of the year. On the other hand, payment of Incentive Awards may be deferred if and to the extent it is deemed to be necessary to comply with Section 409A of the Internal Revenue Code.

 

Amendments to or Termination of the 2015 Incentive Plan. The 2015 Incentive Plan may be amended or terminated at any time by the Compensation Committee; except that no amendment or any termination of the Plan may affect the right of a Participant to retain any incentive award previously paid to him under the Plan.

 

 

Plan Performance Goals and Incentive Award Opportunities under the Plan.

 

Following the adoption of the 2015 Incentive Plan, the Committee established under that Plan:

 

(1)     Corporate Financial Performance Award Opportunities. Threshold, target and maximum, or “stretch”, financial performance incentive awards, set forth in the table below (the “Financial Performance Awards”), which each of Messrs. Deuster and Wallace has the opportunity to earn, depending on whether the Company achieves, and the extent to which it may exceed, threshold, target or maximum financial performance goals, each measured on the Company’s operating income (before non-cash stock based compensation expense) in Fiscal 2015; and

 

(2)     Individualized Performance Award Opportunities. Individual or personalized threshold and target awards, set forth in the table below (“MBO Performance Awards”), which each of Messrs. Deuster and Wallace has the opportunity to earn based on the extent to which he has achieved or exceeded individualized or personalized performance objectives (“MBOs”) established for him by the Committee.

 

	Robert G. Deuster, CEO						Joseph J. Wallace, CFO
	Threshold		Target		Maximum/ Stretch		Threshold		Target		Maximum/ Stretch
Award Opportunities:(1)	Award		Award		Award		Award		Award		Award
Financial Performance Award(2)	20%		40%		65%		17%		34%		54%
MBO Performance Award(3)	5%		10%		10%		3%		6%		6%
Total Award Opportunity	25%		50%		75%		20%		40%		60%

 

                                                                     

  

(1)

In each case, expressed as a percentage of the respective annual base salaries of Messrs. Deuster and Wallace.

 

(2)

Financial performance awards will be interpolated between the Threshold Financial Performance Award and the Target Financial Performance Award if the threshold financial performance goal is exceeded but the target financial goal is not achieved, or between the Target Financial Performance Award and the Maximum Financial Performance Award if the target financial performance goal is exceeded but the maximum financial performance goal is not achieved.

 

(3)

The target and maximum MBO goals and, therefore, the Target and Maximum MBO Award Opportunities are also the same. The tables assume MBOs representing 50% of the total MBO award opportunity are achieved at the threshold performance.

 

In the case of Mr. Deuster, 80% of his Target Award Opportunity will depend on the Company’s operating income (before non-cash stock based compensation expense) in Fiscal 2015 and the other 20% will depends on whether he achieves either of his MBO performance goals. In the case of Mr. Wallace, 85% of his Target Award Opportunity will depend on the Company’s operating income (before non-cash stock based compensation expense) in Fiscal 2015 and 15% will depend on whether he achieves either of his MBO performance goals.

 

A Financial Performance Award may be earned even if no MBO Performance Award has been earned (because the threshold MBO goal has been achieved) in Fiscal 2015 and an MBO Performance Award may be earned even if no Financial Performance Award is earned (because the Company has failed to achieve the threshold financial performance goal in fiscal 2015).

 

However, no Financial Performance Award will be earned by either Mr. Deuster or Mr. Wallace unless the Company achieves the threshold financial performance goal in fiscal 2015.

 

The maximum or “stretch” corporate financial performance goal is 120% of the target corporate financial performance goal and if the maximum corporate financial goal is achieved, then, each Participant will become entitled to receive the Maximum Financial Performance Award, unless the Committee, based on its assessment of the Company’s performance in Fiscal 2015 and any other factors deemed by it to be relevant, decides a reduction in the Maximum Financial Performance Award is warranted. In such an event, however, such Award may not be less than the amount of the Target Financial Performance Award.

 

 

Item 9.01     Financial Statements and Exhibits.

 

(d)

Exhibits.

 

The following exhibits are filed as part of this report:

 

Exhibit No.		Description of Exhibit
99.1		Collectors Universe, Inc. 2015 Cash Incentive Plan.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	COLLECTORS UNIVERSE, INC.
Dated: March 10, 2015	By:	/s/ JOSEPH J. WALLACE
		Joseph J. Wallace, Chief Financial Officer

 

 

EXHIBIT INDEX

 

 

Exhibit No.		Description of Exhibit
99.1		Collectors Universe, Inc. 2015 Cash Incentive Plan.

 

 

 

E-1

Exhibit 99.1

 

COLLECTORS UNIVERSE, INC.

 

2015 CASH INCENTIVE PLAN

 

1.             Purposes and Administration of the Plan.

 

1.1     Purposes. The primary purpose of this 2015 Cash Incentive Plan (the “Plan”) is to further the interests of the Company and its stockholders by (i) providing meaningful incentives and financial rewards to Participants in the Plan for making significant contributions to the achievement, by the Company, of specified financial performance goals in Fiscal 2015, and (ii) making a substantial portion of each Participant’s compensation for Fiscal 2015 dependent on the Company’s achievement of those goals and the achievement by the Participant of individualized MBOs, all in furtherance of the “pay-for-performance policy of the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Collectors Universe, Inc. (the “Company”).

 

1.2     Administration of the 2015 Plan. This Plan will be administered by the Compensation Committee, which shall have the authority to designate the executive officers of the Company that will participate in the Plan (the “Participants”), to establish the performance goals or objectives required to be achieved for Participants to earn Incentive Awards under the Plan, to determine whether or not a Participant has earned an Incentive Award under the Plan and the amount thereof, if any, to interpret and construe the Plan and to adopt all necessary rules and regulations for administering the Plan. All decisions and determinations of the Committee with respect to this Plan shall be final and binding on and non-appealable by the Company and the Participants.

 

2.             Definitions. Unless otherwise defined elsewhere in this Plan, the following terms shall have the respective meanings given to them below in this Section 2:

 

“Board” means the Board of Directors of the Company.

 

“CEO” means the Chief Executive Officer of the Company.

 

“Code” means the Internal Revenue Code of 1986, as heretofore amended and as may be amended hereafter, and the regulations promulgated thereunder.

 

“Committee” means the Compensation Committee of the Board which (i) has been designated by the Board as a compensation committee with the authority set forth in Section 1.2 hereof and (ii) is comprised of three or more directors, all of whom are outside directors within the meaning of Section 162(m) of the Code.

 

“Company” shall means Collectors Universe, Inc., a Delaware corporation, and any successor thereto.

 

“Corporate Financial Goals” shall have the meaning given to such term in Subsection 4.1(a) of this Plan.

 

“Fiscal 2015” means the Company’s fiscal year ending June 30, 2015.

 

“Incentive Awards” shall have the meaning given to such term in Section 5 of this Plan.

 

“including” means “including but not limited to” or “including without limitation”.

 

“MBOs” shall have the meaning given to such term in Subsection 4.1(c) of this Plan

 

“NEO” means a “named executive officer” and refers to any of the executive officers of the Company who were designated as “NEOs” in the Company’s most recent filing with the SEC under the Securities Exchange Act 1934, as amended (the “Exchange Act”), that required disclosures pursuant to Item 402(c) of Regulation S-K under that Act.

 

“Participants” means any of the executive officers of the Company named in Section 3 of this Plan (each of whom is sometimes referred to, individually, as a “Participant”).

 

 

“Plan” means this Collectors Universe, Inc. 2015 Cash Incentive Plan.

 

“SEC” means the Securities and Exchange Commission.

 

3.

Plan Participants.

 

The Compensation Committee has designated the following Company NEOs as the Participants in this Plan:

 

Name		Position with the Company
Robert G. Deuster		Chief Executive Officer
Joseph J. Wallace		Chief Financial Officer

 

4.             Performance Goals.

 

4.1     Establishment of Corporate Financial Goals and Bonus Award Opportunities. For purposes of this Plan and determining the Incentive Awards that each Participant may earn under this Plan:

 

(a)     The Committee shall establish for, and communicate to, each Participant one or more Company financial performance goals for Fiscal 2015 (“Corporate Financial Goals”), which will be based on whichever of the following Company financial metrics for Fiscal 2015 are selected by the Compensation Committee: net revenues, gross profits or operating income, pre-tax earnings, net earnings, earnings per basic or diluted share, earnings before interest and taxes (“EBIT”), or earnings before interest, taxes and depreciation and amortization expense (“EBITA”), return on investment or return on assets, subject to such adjustment or adjustments thereto as the Committee determines to be appropriate. The Corporate Financial Goals may (but shall not be required to) be based on corresponding financial performance goals or objectives set forth in the Company’s annual operating plan for Fiscal 2015 that has been adopted by the Board (the “2015 AOP”).

 

(b)     The Committee will establish for each Participant under this Plan:

 

(i)     A “Threshold Financial Performance Goal” and a corresponding Bonus Award opportunity under the Plan (the “Threshold Financial Performance Award”), which will become payable if and only if that Goal is achieved.

 

(ii)     A “Target Financial Performance Goal” in excess of the Threshold Financial Performance Goal, and a corresponding Bonus Award opportunity (the “Target Financial Performance Award”) that is greater in amount than the Threshold Financial Performance Award. If the Company’s financial performance in fiscal 2015 exceeds the Threshold Financial Performance Goal, but is less than the Target Financial Performance Goal, then the amount of the Bonus Award will be interpolated between the Threshold Financial Performance Award and the Target Financial Performance Award.

 

(c)     The Compensation Committee may establish a Maximum or “Stretch” Corporate Financial Performance Goal, requiring the achievement by the Company of financial performance that exceeds the Target Financial Performance Goal and a corresponding Bonus Award opportunity (the “Maximum Financial Performance Award”) that is greater in amount than the Target Financial Performance Award. If the Company’s financial performance in fiscal 2015 exceeds the Target Financial Performance Goal, but is less than the Maximum or “Stretch” Financial Performance Goal, then the amount of the Bonus Award will be interpolated between the Target Financial Performance Award and the Maximum “Stretch” Financial Performance Award. However, notwithstanding the achievement of the Maximum Financial Performance Award, the Compensation Committee may retain the discretion, based its assessment of the Company’s overall financial performance in fiscal 2015 and other factors which the Committee may deem relevant, to reduce the amount of the Maximum Financial Performance Award, but not below the amount of the Target to reduce that Bonus

 

4.2     Establishment of Participant MBOs. The Committee may establish individualized or personal performance objectives (“MBOs”) for any or all of the Participants, which are objectives or goals that the Committee believes would, if achieved, lead to the Company’s achievement of longer term corporate financial or strategic goals or objectives.

 

 

4.3     Measurement Periods. Corporate Financial Goals and MBOs may be established by the Committee, in its sole discretion, for any interim periods within, or for the entirety of, Fiscal 2015 (each, a “Measurement Period”).

 

5.             Incentive Award Opportunities. In conjunction with or shortly after the adoption of the 2015 Plan, the Compensation Committee shall determine the respective cash incentive compensation awards that each of the Participants may earn under this Plan, expressed in dollar amounts or percentages of annual base salary, or by such other metric as the Committee may deem to be appropriate, for the achievement by each Participant of his or her Target Performance Goal or Threshold Performance Goal, and for achievement of some or all of his MBOs (if any), for Fiscal 2015 (each, an “Incentive Award Opportunity”). The Incentive Award Opportunities will be based on a number of factors, as deemed relevant by the Committee, which may include a Participant’s (i) expected contribution to the Company’s Fiscal 2015 or longer term financial performance, (ii) position and level of responsibilities with the Company, (iii) salary level, and (iv) past individual performance.

 

6.             Determinations by the Committee of Participant Performance and Incentive Awards.

 

6.1     Achievement of Corporate Financial Goals and MBOs. The Committee shall determine, in its sole and absolute discretion, whether and the extent to which (i) the Company has achieved or exceeded the Financial Performance Goals established for each Participant under the Plan, and (ii) each Participant has attained or exceeded any Fiscal 2015 MBOs established for the Participant by the Committee under the Plan. In the case of any interim period Corporate Financial Goals, such determinations shall be made within sixty (60) days after the end of the applicable Measurement Period, or as soon as practicable thereafter. In the case of annual Corporate Financial Goals and MBOs, such determinations shall be made not later than sixty (60) days after the end of Fiscal 2015 or as soon as practicable thereafter.

 

6.2     Determination of Amounts of Incentive Awards to be Paid under the Plan. If the Committee determines that none of the Threshold Performance Goals or MBOs established for a Participant under this Plan was achieved, then, that Participant will not be entitled to receive any Incentive Award under the 2015 Plan. If it is determined, instead, that any of the Financial Performance Goals or any of the Participant’s MBOs were met or exceeded, then, subject to Section 8 below, the Committee may authorize the Company to pay an Incentive Award under this 2015 Plan in an amount which shall be determined based on (i) whether the Threshold, Target or Maximum “Stretch” Financial Performance Goals were achieved and (ii) the extent to which, if any, that the Threshold or Target Financial Performance Goals were exceeded and (iii) whether and the extent to which the Participant’s MBOs were achieved. The determinations as to whether and to what extent the Company has achieved or exceeded any Corporate Financial Performance Goals and whether and to what extent a Participant has achieved his MBOs shall be made by the Committee in its sole and absolute discretion.

 

6.3     Changes to Performance Goals due to Unanticipated Events. At any time prior to the end of Fiscal 2015, the Compensation Committee may adjust or change any of the Fiscal 2015 Corporate Financial Goals or MBOs to reflect or take account of the occurrence of (i) any extraordinary event, (ii) any material corporate transactions, (iii) any material changes in corporate capitalization, accounting rules or principles or in the Company’s methods of accounting, (iv) any material changes in applicable law, or (v) any other material change of similar nature (each, an “Extraordinary Event”), but only if any such Extraordinary Event was not reasonably foreseeable at the time the Corporate Financial Goals and MBOs then in effect under this Plan were established and would, in the sole opinion of the Committee (x) make it unlikely that such Corporate Financial Goals or MBOs will be achieved or (y) result in the achievement of any of the Corporate Financial Goals or MBOs that would not have been likely to be achieved in the absence of the occurrence of such Extraordinary Event. Notwithstanding the foregoing, however, the occurrence of changes in the competitive environment or changes in economic or market conditions in the Company’s markets, whether or not expected or reasonably foreseeable, shall not by themselves constitute Extraordinary Events that may be the basis for changing any such Corporate Financial Goals or MBOs and no change in any such Corporate Financial Goals or MBOs shall be permitted to affect any Incentive Award based on performance achieved during a Measurement Period that ended prior to the occurrence of any such Extraordinary Event.

 

 

7.             Payment of Incentive Awards. Subject to Sections 6 and 8 of this Plan, the Company shall pay any Incentive Award authorized by the Committee under this Plan in cash, less applicable payroll and other withholdings, as soon as practicable following the Committee’s determinations as set forth in Subsections 6.1 and 6.2 above, but in no event later than the ninetieth (90th) day after the end of Fiscal 2015. The Committee may authorize the Company to make partial payments of an Incentive Award to a Participant prior to the end of any applicable Measurement Period, if the Committee determines that the Company has achieved any of the Corporate Financial Performance Goals or the Participant has achieved any of his MBOs prior to the end of that Measurement Period. The Company may, in its discretion, elect to pay any Incentive Award by (i) Company check, in which case such payment shall be delivered in person or mailed to the last address of a Participant that is set forth in the records of the Company or (ii) by electronic deposit into the Participant’s direct deposit account on file with the payroll department of the Company. Each Participant shall be responsible for furnishing the Company with the Participant’s current address and any changes that may occur therein prior to the payment of any Incentive Awards under the Plan and, if the Participant desires an Incentive Award to be deposited in a direct deposit account, the information and authorization required to enable the Company to cause the Award to be deposited into such account.

 

8.             Amendments to and Termination of 2015 Plan. Notwithstanding anything to the contrary that may be contained elsewhere in this Plan:

 

8.1     Amendments to and Modifications of the 2015 Plan. The Committee shall have the sole, absolute and unconditional discretion to amend or modify the 2015 Plan at any time or from time to time with or without notice to the Participants. Without limiting the generality of the foregoing, no Participant shall have any legally binding right to receive any unpaid Incentive Award under this Plan prior to the date on which that Incentive Award is actually paid to the Participant and, accordingly, the Committee, in the exercise of its sole, absolute and unconditional discretion, at any time prior to the payment of any unpaid Incentive Award hereunder (i) may reduce the amount of any such Incentive Award or (ii) may determine that no Incentive Award will be paid to the Participant under this Plan, whether or not the Participant has achieved or exceeded any of the Financial Performance Goals or MBOs theretofore established by the Committee or has been notified of the pendency of the payment of an unpaid Incentive Award under this Plan. In no event, however, shall any amendment to the 2015 Plan affect any Incentive Award that had previously been paid to any of the Participants under this Plan.

 

8.2     Compliance with Section 409A of the Code. This Plan is intended to comply with Section 409A of the Code and any related regulations and guidance promulgated thereunder (“Section 409A”) and will be interpreted in a manner intended to comply with Section 409A. In furtherance thereof, no payments may be accelerated under this Plan other than to the extent permitted under Section 409A. To the extent that any provision of this Plan violates Section 409A such that amounts would be taxable to a Participant prior to payment or would otherwise subject a Participant to a penalty tax under Section 409A, such provision shall be automatically reformed or stricken to preserve the intent hereof. Notwithstanding anything herein to the contrary, (i) if there is a termination of Participant’s employment with the Company and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax or penalties from being imposed under Section 409A, then the Company shall defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits and without interest thereon) until the date that is six (6) months following the Participant’s termination of employment (or the earliest date as is permitted under Section 409A) and (ii) if any other payment due to a Participant hereunder could cause the application of an accelerated or additional tax or penalties under Section 409A, such payment also shall be deferred if deferral will make such payment compliant under Section 409A, or such payment shall be restructured, to the extent possible, in a manner, as determined by the Committee, that does not cause such an accelerated or additional tax. The Committee shall implement the provisions of this Section 8.2 in good faith; provided, however, that if a Participant incurs any liability for accelerated or additional taxes or penalties under Section 409A or any expenses (including attorneys or other professional fees or expenses) in defending against same (collectively, Section 409A Liabilities”), none of the Company, or the members of the Board of Directors or the Committee, or any employees or independent contractors or other representatives of the Company or any of its subsidiaries or business units, shall have any liability of any kind or nature whatsoever to any Participant therfor, including any liability for or obligation to pay any Section 409A Liabilities that are incurred by a Participant, even if such Section 409A Liabilities are found to have arisen, in whole or in part, out of any act or omission of the Company, any of the members of either the Company’s Board of Directors or the Committee or any employees or independent contractors or other representatives of the Company.

 

 

8.3     Termination of the 2015 Plan. The Committee, in its sole, absolute and unconditional discretion, may (i) terminate this Plan at any time, with or without notice to the Participants, and (ii) determine that, as a result of such termination, no Incentive Awards under the Plan will be paid or that any unpaid Incentive Awards under the Plan shall be reduced; provided, however, that no such termination shall affect any Incentive Awards that were theretofore paid to any of the Participants under this Plan.

 

9.             Miscellaneous Provisions.

 

9.1     No Enlargement of Employee Rights. Nothing in the Plan shall be construed to create or imply any contract of employment between any Participant and the Company, to confer upon any Participant any right to continue in the employ of the Company or to confer upon the Company any right to require any Participant’s continued employment.

 

9.2     Rights Not Alienable. Any rights of a Participant under this Plan may not be assigned, transferred or alienated, except by will or pursuant to the laws of descent and distribution, and shall be earned only by and paid solely to or for the account of the Participant.

 

9.3     Other Compensation Plans. The adoption of the Plan shall not affect any other compensation plans in effect that have been established by the Company or any of its subsidiaries, nor shall this Plan preclude the Company or any of its subsidiaries from establishing or awarding any other forms of compensation for or to employees, officers or directors of the Company or any of its subsidiaries, including the Participants.

 

9.4     Governing Law; Interpretation. To the extent not preempted by federal law, this Plan and its provisions shall be construed and determined in accordance with the laws of the State of California; provided, that, no provision of this Plan, because of any ambiguity found to be contained therein or otherwise, shall be construed against the Company because it or its legal counsel was the draftsman of that provision or any portion thereof.

 

9.5     No Other Understandings or Agreements with respect to the 2015 Plan. This Plan document contains all of the terms and provisions of and all conditions applicable to the Plan, other than (i) Corporate Financial Goals and MBOs and Incentive Award opportunities that may be established hereafter for any Participant under this Plan, and supersedes any previous discussions, communications, understandings or agreements, written or oral, between the Company and any Participant with respect to the Plan as well as all prior actions that may have been taken by the Committee relating to the Plan.

 

99.1-5

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