EYE » Topics » Certain Relationships and Related Transactions

These excerpts taken from the EYE 10-K filed Feb 24, 2009.

Certain Relationships and Related Transactions

With the exception noted below, in 2008 we were not a party to any transaction with a related person in which the amount exceeded $120,000 and in which the related person had a direct or indirect material interest. All

 

150


Table of Contents

other relationships previously considered by the board of directors were not deemed material, including the employment by the Company of Dr. Link’s adult daughter, who does not reside with him, the Company’s commercial use of a transportation service owned by Dr. Link, an arms’ length contractual relationship that the Company has with Edwards Lifesciences, and the employment by the Company of Mr. Rollans’ son, who does not reside with him. The board of directors determined that none of these transactions was material to the Company, Dr. Link, Mr. Mussallem or Mr. Rollans, and that none impairs the independence of Dr. Link, Mr. Rollans, or Mr. Mussallem. The board of directors approved or ratified each transaction. We have made no contributions in any fiscal year to a tax exempt organization in which an independent director serves as an executive officer in an amount exceeding $1 million or 2% of such organization’s consolidated gross revenues.

In February 2007, the board of directors approved a written policy pursuant to which all interested transactions with related parties are subject to approval or ratification by the organization, compensation and corporate governance committee. Under this policy, which was further updated in November 2008, the committee reviews and either approves or disapproves each interested transaction. If advance approval is not feasible, then the interested transaction is considered and, if appropriate, ratified at the committee’s next regularly scheduled meeting. Also, the chairperson of the committee has the authority to pre-approve or ratify (as applicable) certain interested transactions. In determining whether to approve an interested transaction, the committee will take into account whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances. The committee also will consider the extent of the related person’s interest in the transaction. Under the policy, no director may participate in any discussion or approval of a transaction for which he or she is a related party, other than to provide all relevant information.

Under the policy, an “interested transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships in which (1) the aggregate amount involved will or may reasonably be expected to exceed $120,000 in any calendar year, (2) the company is a participant, and (3) any related party has or will have a direct or indirect interest. A related party is any (a) executive officer, director or nominee for election as a director, (b) greater than 5 percent beneficial owner of our common stock, (c) immediate family member of any executive officer or director, or (d) any corporation, partnership, trust or other entity in which any of the foregoing persons has a controlling interest, whether as an executive officer, director, general partner, manager, or owner of a greater than 10% interest. In addition, the policy specifies certain types of transactions for which standing pre-approval has been given, even if the amount involved will exceed $120,000.

Certain Relationships and Related
Transactions

With the exception noted below, in 2008 we were not a party to any transaction with a related person in which the amount
exceeded $120,000 and in which the related person had a direct or indirect material interest. All

 


150







Table of Contents



other relationships previously considered by the board of directors were not deemed material, including the employment by the Company of Dr. Link’s
adult daughter, who does not reside with him, the Company’s commercial use of a transportation service owned by Dr. Link, an arms’ length contractual relationship that the Company has with Edwards Lifesciences, and the employment by
the Company of Mr. Rollans’ son, who does not reside with him. The board of directors determined that none of these transactions was material to the Company, Dr. Link, Mr. Mussallem or Mr. Rollans, and that none impairs the
independence of Dr. Link, Mr. Rollans, or Mr. Mussallem. The board of directors approved or ratified each transaction. We have made no contributions in any fiscal year to a tax exempt organization in which an independent director
serves as an executive officer in an amount exceeding $1 million or 2% of such organization’s consolidated gross revenues.

In
February 2007, the board of directors approved a written policy pursuant to which all interested transactions with related parties are subject to approval or ratification by the organization, compensation and corporate governance committee. Under
this policy, which was further updated in November 2008, the committee reviews and either approves or disapproves each interested transaction. If advance approval is not feasible, then the interested transaction is considered and, if appropriate,
ratified at the committee’s next regularly scheduled meeting. Also, the chairperson of the committee has the authority to pre-approve or ratify (as applicable) certain interested transactions. In determining whether to approve an interested
transaction, the committee will take into account whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances. The committee also will consider the
extent of the related person’s interest in the transaction. Under the policy, no director may participate in any discussion or approval of a transaction for which he or she is a related party, other than to provide all relevant information.

Under the policy, an “interested transaction” is any transaction, arrangement or relationship or series of similar transactions,
arrangements or relationships in which (1) the aggregate amount involved will or may reasonably be expected to exceed $120,000 in any calendar year, (2) the company is a participant, and (3) any related party has or will have a direct
or indirect interest. A related party is any (a) executive officer, director or nominee for election as a director, (b) greater than 5 percent beneficial owner of our common stock, (c) immediate family member of any executive
officer or director, or (d) any corporation, partnership, trust or other entity in which any of the foregoing persons has a controlling interest, whether as an executive officer, director, general partner, manager, or owner of a greater than
10% interest. In addition, the policy specifies certain types of transactions for which standing pre-approval has been given, even if the amount involved will exceed $120,000.

FACE="Times New Roman" SIZE="2">Agreement with Stockholder

Mr. Morfit is a member of ValueAct Capital Management, L.P.,
which together with its affiliates is a significant Company stockholder (the “VAC Holders”). The Company entered into an agreement with the VAC Holders on December 4, 2007, pursuant to which we agreed to appoint Mr. Morfit (or
another designee of the VAC Holders acceptable to us) to the board of directors for an initial term expiring in 2009, and this agreement will remain in effect until the earlier of (a) such time that Mr. Morfit (or successor VAC designee)
no longer serves on the board of directors or is not re-nominated for election as a director, (b) the date the VAC Holders beneficially own less than 5% of our outstanding common stock, or (c) a date established by mutual consent of the
parties. Mr. Morfit also agreed to sign the Company’s policies relating to confidentiality, communications with third parties and trading in our securities.

 





Item 14.Principal Accounting Fees and Services

Certain Relationships and Related
Transactions

With the exception noted below, in 2008 we were not a party to any transaction with a related person in which the amount
exceeded $120,000 and in which the related person had a direct or indirect material interest. All

 


150







Table of Contents



other relationships previously considered by the board of directors were not deemed material, including the employment by the Company of Dr. Link’s
adult daughter, who does not reside with him, the Company’s commercial use of a transportation service owned by Dr. Link, an arms’ length contractual relationship that the Company has with Edwards Lifesciences, and the employment by
the Company of Mr. Rollans’ son, who does not reside with him. The board of directors determined that none of these transactions was material to the Company, Dr. Link, Mr. Mussallem or Mr. Rollans, and that none impairs the
independence of Dr. Link, Mr. Rollans, or Mr. Mussallem. The board of directors approved or ratified each transaction. We have made no contributions in any fiscal year to a tax exempt organization in which an independent director
serves as an executive officer in an amount exceeding $1 million or 2% of such organization’s consolidated gross revenues.

In
February 2007, the board of directors approved a written policy pursuant to which all interested transactions with related parties are subject to approval or ratification by the organization, compensation and corporate governance committee. Under
this policy, which was further updated in November 2008, the committee reviews and either approves or disapproves each interested transaction. If advance approval is not feasible, then the interested transaction is considered and, if appropriate,
ratified at the committee’s next regularly scheduled meeting. Also, the chairperson of the committee has the authority to pre-approve or ratify (as applicable) certain interested transactions. In determining whether to approve an interested
transaction, the committee will take into account whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances. The committee also will consider the
extent of the related person’s interest in the transaction. Under the policy, no director may participate in any discussion or approval of a transaction for which he or she is a related party, other than to provide all relevant information.

Under the policy, an “interested transaction” is any transaction, arrangement or relationship or series of similar transactions,
arrangements or relationships in which (1) the aggregate amount involved will or may reasonably be expected to exceed $120,000 in any calendar year, (2) the company is a participant, and (3) any related party has or will have a direct
or indirect interest. A related party is any (a) executive officer, director or nominee for election as a director, (b) greater than 5 percent beneficial owner of our common stock, (c) immediate family member of any executive
officer or director, or (d) any corporation, partnership, trust or other entity in which any of the foregoing persons has a controlling interest, whether as an executive officer, director, general partner, manager, or owner of a greater than
10% interest. In addition, the policy specifies certain types of transactions for which standing pre-approval has been given, even if the amount involved will exceed $120,000.

FACE="Times New Roman" SIZE="2">Agreement with Stockholder

Mr. Morfit is a member of ValueAct Capital Management, L.P.,
which together with its affiliates is a significant Company stockholder (the “VAC Holders”). The Company entered into an agreement with the VAC Holders on December 4, 2007, pursuant to which we agreed to appoint Mr. Morfit (or
another designee of the VAC Holders acceptable to us) to the board of directors for an initial term expiring in 2009, and this agreement will remain in effect until the earlier of (a) such time that Mr. Morfit (or successor VAC designee)
no longer serves on the board of directors or is not re-nominated for election as a director, (b) the date the VAC Holders beneficially own less than 5% of our outstanding common stock, or (c) a date established by mutual consent of the
parties. Mr. Morfit also agreed to sign the Company’s policies relating to confidentiality, communications with third parties and trading in our securities.

 





Item 14.Principal Accounting Fees and Services
This excerpt taken from the EYE DEF 14A filed Apr 25, 2008.

Certain Relationships and Related Transactions

With the exception noted below, the directors determined that in 2007 we were not a party to any transaction with a related person in which the amount exceeded $120,000 and in which the related person had a direct or indirect material interest. We entered into a consulting relationship with a director, Mr. Palmisano, shortly after AMO’s acquisition of IntraLase, for which we paid him $175,000, reimbursed $3,336 in travel expense, and paid the cost of administrative assistance ($9,957). All other relationships considered by the board were not deemed

 

11


Table of Contents

material. As part of this review, the Board considered the employment by AMO of Dr. Link’s adult daughter, who does not reside with him, AMO’s commercial use of a transportation service owned by Dr. Link, an arms’ length contractual relationship that AMO has with Edwards Lifesciences, and the employment by AMO of Mr. Rollans’ son, who does not reside with him. The board determined that none of these transactions were material to AMO, Dr. Link, Mr. Mussallem or Mr. Rollans, and that none impairs the independence of Dr. Link, Mr. Rollans, or Mr. Mussallem. The board approved or ratified each transaction. We have made no contributions in any fiscal year to a tax exempt organization in which an independent director serves as an executive officer in an amount exceeding $1 million or 2% of such organization’s consolidated gross revenues.

In February 2007, our board of directors approved a written policy pursuant to which all interested transactions with related parties are subject to approval or ratification by our Organization, Compensation and Corporate Governance Committee. Under this policy, which was further updated in November 2007, the committee reviews and either approves or disapproves each interested transaction. If advance approval is not feasible, then the interested transaction is considered and, if appropriate, ratified at the committee’s next regularly scheduled meeting. Also, the chairperson of the committee has the authority to pre-approve or ratify (as applicable) certain interested transactions. In determining whether to approve an interested transaction, the committee will take into account whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances. The committee also will consider the extent of the related person’s interest in the transaction. Under the policy, no director may participate in any discussion or approval of a transaction for which he or she is a related party, other than to provide all relevant information.

Under the policy, an “interested transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships in which (1) the aggregate amount involved will or may reasonably be expected to exceed $100,000 in any calendar year, (2) the company is a participant, and (3) any related party has or will have a direct or indirect interest. A related party is any (a) executive officer, director or nominee for election as a director, (b) greater than 5 percent beneficial owner of the our common stock, (c) immediate family member of any of executive officer or director, or (d) any corporation, partnership, trust or other entity in which any of the foregoing persons has a controlling interest, whether as an executive officer, director, general partner, manager, or owner of a greater than 10% interest. In addition, the policy specifies certain types of transactions for which standing pre-approval has been given, even if the amount involved will exceed $100,000.

This excerpt taken from the EYE DEF 14A filed Apr 17, 2007.

Certain Relationships and Related Transactions

The directors determined that in 2006 we were not a party to any transaction with a related person in which the amount exceeded $120,000 and in which the related person had a direct or indirect material interest. We have no consulting relationships with our directors. As part of this review, the board considered the employment by AMO of Dr. Link’s adult daughter, who does not reside with him, AMO’s commercial use of a transportation service indirectly owned by Dr. Link, as well as an arms’ length contractual relationship that AMO has with Edwards Lifesciences. The board determined that none of these transactions exceeded $120,000 or was material to AMO, Dr. Link or Mr. Mussallem, and that none impairs the independence of Dr. Link or Mr. Mussallem. The board approved or ratified each transaction. We have made no contributions in any fiscal year to a tax exempt organization in which an independent director serves as an executive officer in an amount exceeding $1 million or 2% of such organization’s consolidated gross revenues.

In February 2007, our board of directors approved a written policy pursuant to which all interested transactions with related parties are subject to approval or ratification by our Organization, Compensation and Corporate Governance Committee. Under this policy, the committee reviews and either approves or disapproves each interested transaction. If advance approval is not feasible, then the interested transaction is considered and, if appropriate, ratified at the committee’s next regularly scheduled meeting. Also, the chairperson of the committee has the authority to pre-approve or ratify (as applicable) certain interested transactions. In determining whether to approve an interested transaction, the committee will take into account whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances. The committee also will consider the extent of the related person’s interest in the transaction. Under the policy, no director may participate in any discussion or approval of a transaction for which he or she is a related party, other than to provide all relevant information.

Under the policy, an “interested transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships in which (1) the aggregate amount involved will or may reasonably be expected to exceed $100,000 in any calendar year, (2) the company is a participant, and (3) any related party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of another entity). A related party is any (a) executive officer, director or nominee for election as a director, (b) greater than 5 percent beneficial owner of the our common stock, or (c) immediate family member of any of the foregoing. In addition, the policy specifies certain types of transactions for which standing pre-approval has been given, even if the amount involved will exceed $100,000.

This excerpt taken from the EYE 10-K filed Mar 2, 2005.

Item 13. Certain Relationships and Related Transactions

 

The section entitled “Certain Relationships and Related Transactions” in the Proxy Statement is incorporated herein by reference.

 

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki