The Board of Directors of Symmetricom, Inc., has approved the following guidelines to provide an overall framework of corporate governance for Symmetricom. Symmetricom acknowledges that the field of corporate governance is continuously evolving and these written guidelines will be subject to further development following a review of various aspects of corporate governance principles as frequently as deemed necessary or appropriate.
BOARD MEETINGS
Non-management directors will meet separately, without the CEO or directors who are employees of Symmetricom, at regularly scheduled sessions at least four (4) times a year.
DIRECTOR TENURE
Directors who retire or change the principal position they held when initially elected to the Board are expected to offer to resign from the Board as of the date of retirement or change in position.
BOARD COMMITTEES
The Board has established the following standing committees: Audit Committee, Stock Option and Compensation Committee and Nominating and Governance Committee. Each Committee’s charter will be reviewed periodically by the Committee and the Board.
STOCK OWNERSHIP GUIDELINES FOR DIRECTORS AND EXECUTIVE OFFICERS
Adopted: August 4, 2006
Symmetricom, Inc. (the “Company”) believes that its executive officers and directors should own and hold common stock of the Company to further align their interests and actions with the interests of the Company’s stockholders.
Executive officers are expected to own and hold 50 percent of the number of shares that constitutes their target annual grant of stock options or other equity awards. Stock ownership levels should be achieved by each such officer within five years of the adoption of these Guidelines or within five years of first appointment as such an officer. Until the guideline is achieved, each such officer is encouraged to retain at least 10 percent of net shares obtained through the Company’s stock incentive plans.
Directors who are not officers are expected to own and hold 50 percent of the number of shares that constitutes their annual grant of stock options or other equity awards following re-election. Stock ownership levels should be achieved by each director within five years of the adoption of these Guidelines or within five years of first appointment to the Board. Until the guideline is achieved, each director is encouraged to retain at least 10 percent of net shares obtained through the Company’s stock incentive plans.
Stock that counts toward the satisfaction of these Guidelines include: shares of common stock owned outright by the officer or director or his or her immediate family members who share the same household; restricted stock where the restrictions have lapsed; shares acquired upon stock option exercise; and shares purchased in the open market in compliance with law and the Company’s trading policies. Shares held in a trust may be included if specifically approved by the Board due to the complexity of trusts.
The Board will evaluate whether exceptions should be made for any person on whom this requirement would impose a financial hardship.
