NVLS » Topics » Certain Relationships and Related Transactions

This excerpt taken from the NVLS DEF 14A filed Apr 9, 2009.

Certain Relationships and Related Transactions

In accordance with our Audit Committee Charter, our Audit Committee is responsible for reviewing all related party transactions for potential conflicts of interest on an ongoing basis and approving all such transactions (if such transactions are not approved by another independent body of the Board). A report is made to our Audit Committee annually disclosing all related parties that are employed by us and related parties that are employed by other companies that we had a material relationship with during that year. The following were reportable transactions that occurred during year 2008.

The Company leases an aircraft from a third-party entity wholly owned by the Company’s Chairman and Chief Executive Officer. Under the aircraft lease agreement, the Company incurred lease expense of $0.78 million for the year ended December 31, 2008. The Audit Committee authorized the Company’s internal audit function to conduct a study of lease rates for similar aircraft as part of the internal audit plan approved by the Audit Committee in February 2008. The results of this study confirmed that rates charged by the third-party entity would be comparable to amounts charged by third-party commercial charter companies for similar aircraft.

The Company employs Mr. Hill’s spouse, Loan Hill, as Senior Director of Information Technology. Ms. Hill has been employed with the Company since 1991. As of and for the year ended December 31, 2008, Ms. Hill received compensation of approximately $250,507. In addition, the Company employs Mr. Benzing’s spouse, Victoria Shannon Benzing, as a Patent Executive. Ms. Benzing has been employed with the Company since 1995. As of and for the year ended December 31, 2008, Ms. Benzing received compensation of approximately $311,768. The compensation includes equity compensation related to option awards and stock awards, which is based on expense recognized in the 2008 Consolidated Financial Statements in accordance with SFAS 123R. The compensation paid to Ms. Hill and Ms. Benzing is commensurate with their peers.

 

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This excerpt taken from the NVLS DEF 14A filed Apr 11, 2008.

Certain Relationships and Related Transactions

In accordance with our Audit Committee Charter, our Audit Committee is responsible for reviewing all related party transactions for potential conflicts of interest on an ongoing basis and approving all such transactions (if such transactions are not approved by another independent body of the Board). A report is made to our Audit Committee annually disclosing all related parties that are employed by us and related parties that are employed by other companies that we had a material relationship with during that year. The following were reportable transactions that occurred during year 2007.

The Company leases an aircraft from a third-party entity wholly owned by the Company’s Chairman and Chief Executive Officer. Under the aircraft lease agreement, the Company incurred lease expense of $0.7 million for the year ended December 31, 2007. The Audit Committee authorized the Company’s internal audit function to conduct a study of lease rates for similar aircraft as part of the internal audit plan approved by the Audit Committee in February 2007. The results of this study confirmed that rates charged by the third-party entity would be comparable to amounts charged by third-party commercial charter companies for similar aircraft.

The Company employs Mr. Hill’s spouse, Loan Hill, as Senior Director of Information Technology. Ms. Hill has been employed with the Company since 1991. As of and for the year ended December 31, 2007, Ms. Hill received compensation of approximately $312,156 and the intrinsic value of her unexercised stock options was $23,019. In addition, the Company employs Mr. Benzing’s spouse, Victoria Shannon Benzing, as a Patent Executive. Ms. Benzing has been employed with the Company since 1995. As of and for the year ended December 31, 2007, Ms. Benzing received compensation of approximately $277,637 and the intrinsic value of her unexercised stock options was $150,563. The compensation paid to Ms. Hill and Ms. Benzing is commensurate with their peers.

 

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This excerpt taken from the NVLS DEF 14A filed Apr 11, 2007.

Certain Relationships and Related Transactions

     In accordance with our Audit Committee Charter, our Audit Committee is responsible for reviewing all related party transactions for potential conflicts of interest on an ongoing basis and approving all such transactions (if such transactions are not approved by another independent body of the Board). A report is made to our Audit Committee annually disclosing all related parties that are employed by us and related parties that are employed by other companies that we had a material relationship with during that year. The following were reportable transactions that occurred during year 2006.

     The Company leases an aircraft from a third-party entity wholly owned by Richard S. Hill, the Company’s Chairman and Chief Executive Officer. Under the aircraft lease agreement, the Company incurred lease expense of $830,800 for the year ended December 31, 2006. The Audit Committee authorized the Company’s internal audit function to conduct a study of lease rates for similar aircraft as part of the internal plan approved by the Audit Committee in February 2006. The results of this study confirmed that rates charged by the third-party entity would be comparable to amounts charged by third-party commercial charter companies for similar aircraft.

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     The Company employs Richard S. Hill’s spouse, Loan Hill, as Senior Director of Information Technology. Ms. Hill has been employed with the Company since 1991. As of and for the year ended December 31, 2006, Ms. Hill received compensation of approximately $303,357 and the intrinsic value of her unexercised stock options was $261,354. In addition, the Company employs Jeffrey C. Benzing’s spouse, Victoria Shannon Benzing, as a Patent Executive. Ms. Benzing has been employed with the Company since 1995. As of and for the year ended December 31, 2006, Ms. Benzing received compensation of approximately $301,993 and the intrinsic value of her unexercised stock options was $1,203,755. The compensation paid to Ms. Hill and Ms. Benzing is commensurate with their peers’.

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This excerpt taken from the NVLS DEF 14A filed Mar 17, 2005.

Certain Relationships and Related Transactions

The Company leases an aircraft from a third-party entity wholly owned by Richard S. Hill, the Company’s Chairman and Chief Executive Officer. Under the aircraft lease agreement, the Company incurred lease expense of $ 918,230, $ 789,025 and $ 202,205 for the years ended December 31, 2004, 2003 and 2002, respectively. As part of the Company’s internal audit plan, in January 2004, the Audit Committee authorized the Company’s internal audit function to conduct a study of lease rates for similar aircraft. The results of this study confirmed that rates charged by the third-party entity would be comparable to amounts charged by third-party commercial charter companies for similar aircraft.

Mr. Hill is a member of the Board of Directors of the University of Illinois Foundation. The Company regularly provides research funding to certain groups, and the Company provided research grants to the University of Illinois and certain of its professors in the amount of $ 100,000 in each of the years ended December 31, 2004, 2003 and 2002, respectively.

Mr. Hill is also a member of the Board of Directors of LTX Corporation. The Company recorded sublease income from LTX Corporation of $ 1,402,790, $ 1,402,790, and $ 1,119,398 for the years ended December 31, 2004, 2003 and 2002, respectively.

During each of the years ended December 31, 2004, 2003 and 2002 the Company employed, in non-executive positions, an immediate family member of each of Richard S. Hill, Jeffrey C. Benzing and Wilbert van den Hoek, executive officers of the Company. The aggregate salary, bonus and profit-sharing amounts excluding any perquisites paid to the three immediate family members during the years ended December 31, 2004, 2003 and 2002 were $ 515,400, $ 466,418 and $ 402,959 respectively.

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Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that might incorporate future filings, including this Proxy Statement, in whole or in part, the following Stock Option and Compensation Committee Report, the Audit Committee Report and the Performance Graph shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be deemed to be incorporated by reference into any such filings under the Securities Act or the Exchange Act.

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