Table of Contents
In addition, in 2014, we granted Dr. Allan Kaspar a stock option to purchase 82,800 shares of common stock, with a grant date fair value of $89,770.
We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other
things, require us or will require us to indemnify each director (and in certain cases their related venture capital funds) and executive officer to the fullest extent permitted by Delaware law,
including indemnification of expenses such as attorneys' fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action
or proceeding by or in right of us, arising out of the person's services as a director or executive officer.
Stock Option Grants to Executive Officers and Directors
We have granted stock options to our named executive officer as more fully described in Item 11 of this Annual Report.
Policies and Procedures for Transactions with Related Persons
We have adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and
approval or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar
transactions, arrangements or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds $120,000. Transactions involving compensation for
services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting
securities, including any of their immediate family members and any entity owned or controlled by such persons.
the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or
any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit
committee, or, if audit committee approval would be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification. The presentation must
include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on
terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem
reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to
effectuate the terms of the policy. In addition, under our Code of Conduct, our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that
reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our audit committee, or other independent body of our board of directors, will take
into account the relevant available facts and circumstances including, but not limited to:
- the risks, costs and benefits to us;
- the impact on a director's independence in the event that the related person is a director, immediate family member of a director or
an entity with which a director is affiliated;
- the availability of other sources for comparable services or products; and
- the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.