CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Review, Approval or Ratification of Related Person Transactions
In accordance with the charter for the Audit Committee, the members of the Audit Committee, all of whom are independent directors, review
and approve in advance any transaction which involves related persons, that is, parties whose relationship with the Company may enable them to negotiate terms more favorable than those available to other, more independent parties and all
other transactions to the extent required by the NASDAQ or applicable law to be approved by an audit committee or comparable body. For purposes of these procedures, the individuals and entities that are considered related persons
include:
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any of the Companys directors, nominees for director and executive officers;
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any person known to be the beneficial owner of five percent or more of the Companys common stock (a 5% Shareholder); and
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any immediate family member, as defined in Item 404(a) of Regulation
S-K,
of a director, nominee for director,
executive officer and 5% Shareholder.
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The following related person transactions occurred during 2018 and
2019 on a year to date basis:
On February 23, 2018, the Company repurchased (i) 5,854 shares of its common stock from
Robert Rivero, a member of the Board of Directors of the Company and (ii) 8,357 shares of its common stock from Alan Wix, a member of the Board of Directors at a price per share of $18.32.
On February 23, 2018, the Company repurchased 15,000 shares of its common stock from Robert Ramirez, CFO of the Company, at a price
per share of $18.34.
On February 26, 2018, the Company repurchased (i) 8,357 shares of its common stock from Richard
Hamlin, a member of the Board of Directors of the Company and (ii) 15,000 shares of its common stock from John Harris, a member of the Board of Directors at a price per share of $18.34.
On February 22, 2019, the Company repurchased (i) 10,000 shares of its common stock from John Harris, a member of the Board of
Directors of the Company; (ii) 5,915 shares of its common stock from Richard Hamlin, a member of the Board of Directors of the Company: (iii) 5,915 shares of its common stock from Robert Rivero, a member of the Board of Directors of the Company; and
(iv) 5,915 shares of its common stock from Alan T.G. Wix, a member of the Board of Directors of the Company at a price per share of $16.25.
The repurchase transactions involving our directors were completed under a repurchase program for the Companys outside directors which was approved by Audit Committee and were affected as part of
the Companys existing share repurchase program. The repurchase transaction involving Mr. Ramirez was approved by the Audit Committee and was affected as part of the Companys share repurchase program.
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