Table of Contents
the best interest of our stockholders. The ESPP will continue in effect until the tenth anniversary of the closing of the offering described in this prospectus, unless earlier terminated by the
board of directors.
The dollar value of benefits that will be received by any employee or group of employees in the ESPP is not determinable due to the
voluntary nature of the ESPP and the variables involved in the calculation of any such benefits (including our stock price).
We maintain a defined contribution employee retirement plan, or 401(k) plan, for our employees. Our named executive officers are also
eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Code. The plan
provides that each participant may contribute up to the statutory limit, which is $17,500 for calendar year 2014. Participants that are 50 years or older can also make "catch-up" contributions,
which in calendar year 2014 may be up to an additional $5,500 above the statutory limit. We may also elect to provide for discretionary profit sharing contributions, but we did not provide any such
contributions in 2013. In general, eligible compensation for purposes of the 401(k) plan includes an employee's earnings reportable on IRS Form W-2 subject to certain adjustments
and exclusions required under the Code. The 401(k) plan currently does not offer the ability to invest in our securities.
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
Our amended and restated bylaws provide for the indemnification of officers, directors and third parties acting on our behalf if such
persons act in good faith and in a manner reasonably believed to be in and not opposed to our best interest, and, with respect to any criminal action or proceeding, such indemnified party had no
reason to believe his or her conduct was unlawful.
the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing
provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for
indemnification against these liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any
action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether this indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of that issue.
The following table sets forth a summary of the compensation we paid to our non-employee directors during 2013. Other than as set forth
in the table below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the other non-employee members of our board of directors in
2013. Mr. Noyes received no compensation for his service as a director, and, consequently, is not included in this table.
to this offering, we did not have a formal policy for compensating our non-employee directors. However, non-employee directors who are not affiliated with any of our major
stockholders may receive stock options and other equity awards under our stock incentive plans from time to time as determined by our board of directors. We also reimburse non-employee directors for
travel expenses incurred in connection with their duties as directors.