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This excerpt taken from the WDC DEF 14A filed Sep 28, 2009. Policies
and Procedures for Approval of Related Person
Transactions
Our Board of Directors has adopted a written Related Person
Transactions Policy. The purpose of this policy is to describe
the procedures used to identify, review, approve and disclose,
if necessary, any transaction, arrangement or relationship (or
any series of similar transactions, arrangements or
relationships) in which (i) we were, are or will be a
participant, (ii) the aggregate amount involved exceeds
$120,000 and (iii) a related person has or will have a
direct or indirect interest. For purposes of the policy, a
related person is (a) any person who is, or at any time
since the beginning of our last fiscal year was, one of our
directors or executive officers or a nominee to become a
director, (b) any person who is known to be the beneficial
owner of more than 5% of our common stock, (c) any
immediate family member of any of the foregoing persons or
(d) any firm, corporation or other entity in which any of
the foregoing persons is employed or is a general partner or
principal or in a similar position, or in which all the related
persons, in the aggregate, have a 10% or greater beneficial
ownership interest.
Under the policy, once a related person transaction has been
identified, the Audit Committee must review the transaction for
approval or ratification. In determining whether to approve or
ratify a related person transaction, the Audit Committee is to
consider all relevant facts and circumstances of the related
person transaction available to the Audit Committee. The Audit
Committee may approve only those related person transactions
that are in, or not inconsistent with, our best interests and
the best interests of our stockholders, as the Audit Committee
determines in good faith. No member of the Audit Committee will
participate in any consideration of a related party transaction
with respect to which that member or any of his or her immediate
family is a related person.
This excerpt taken from the WDC DEF 14A filed Sep 23, 2008. Policies
and Procedures for Approval of Related Person
Transactions
Our Board of Directors has adopted a written Related Person
Transactions Policy. The purpose of this policy is to describe
the procedures used to identify, review, approve and disclose,
if necessary, any transaction, arrangement or relationship (or
any series of similar transactions, arrangements or
relationships) in which (i) we were, are or will be a
participant, (ii) the aggregate amount involved exceeds
$120,000 and (iii) a related person has or will have a
direct or indirect interest. For purposes of the policy, a
related person is (a) any person who is, or at any time
since the beginning of our last fiscal year was, one of our
directors or executive officers or a nominee to become a
director, (b) any person who is known to be the beneficial
owner of more than 5% of our common stock, (c) any
immediate family member of any of the foregoing persons or
(d) any firm, corporation or other entity in which any of
the foregoing persons is employed or is a general partner or
principal or in a similar position, or in which all the related
persons, in the aggregate, have a 10% or greater beneficial
ownership interest.
Under the policy, once a related person transaction has been
identified, the Audit Committee must review the transaction for
approval or ratification. In determining whether to approve or
ratify a related person transaction, the Audit Committee is to
consider all relevant facts and circumstances of the related
person transaction available to the Audit Committee. The Audit
Committee may approve only those related person transactions
that are in, or not inconsistent with, our best interests and
the best interests of our stockholders, as the Audit Committee
determines in good faith. No member of the Audit Committee will
participate in any consideration of a related party transaction
with respect to which that member or any of his or her immediate
family is a related person.
This excerpt taken from the WDC DEF 14A filed Sep 24, 2007. Policies
and Procedures for Approval of Related Person
Transactions
Our Board of Directors has adopted a written Related Person
Transactions Policy. The purpose of this policy is to describe
the procedures used to identify, review, approve and disclose,
if necessary, any transaction, arrangement or relationship (or
any series of similar transactions, arrangements or
relationships) in which (i) we were, are or will be a
participant, (ii) the aggregate amount involved exceeds
$120,000 and (iii) a related person has or will have a
direct or indirect interest. For purposes of the policy, a
related person is (a) any person who is, or at any time
since the beginning of our last fiscal year was, one of our
directors or executive officers or a nominee to become a
director, (b) any person who is known to be the beneficial
owner of more than 5% of the our common stock, (c) any
immediate family member of any of the foregoing persons or
(d) any firm, corporation or other entity in which any of
the foregoing persons is employed or is a general partner or
principal or in a similar position, or in which all the related
persons, in the aggregate, have a 10% or greater beneficial
ownership interest.
Under the policy, once a related person transaction has been
identified, the Audit Committee must review the transaction for
approval or ratification. In determining whether to approve or
ratify a related person transaction, the Audit Committee is to
consider all relevant facts and circumstances of the related
person transaction available to the Audit Committee. The Audit
Committee may approve only those related person transactions
that are in, or not inconsistent with, our best interests and
the best interests of our stockholders, as the Audit Committee
determines in good faith. No member of the Audit Committee will
participate in any consideration of a related party transaction
with respect to which that member or any of his or her immediate
family is a related person.
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