6.02[5] Questionnaire for Non-Employee DirectorsNAME: _______________________________
Name of Non-Employee Director) Please print name exactly as it should appear in
the Registration Statement)
THE COMPANY, INC. The Company, Inc., an Iowa corporation (the "Company"), plans to file a
registration statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC") registering shares of its common
stock, par value $.01 per share (the "Common Stock"), to be sold pursuant to an
underwritten offering. In connection with the preparation and filing of the
Registration Statement, it is necessary that the Company be supplied with
answers to the questions in this Questionnaire from directors and officers of
the above-listed company.
The Securities Act of 1933, as amended (the "Securities Act"), imposes
certain liabilities on the officers and directors of a company filing a
registration statement if the registration statement, when it becomes effective,
either contains an untrue statement of a material fact or omits to state a
material fact required to be stated in the registration statement or necessary
to make the statements therein not misleading. Although the Bylaws of the
Company may contain certain provisions for indemnification of its officers
and/or directors, in the opinion of the SEC, public policy will render those
provisions unenforceable with respect to any liabilities arising under federal
securities laws. Therefore, the most effective protection for the Company and
you will be a careful reading of the Registration Statement.
This Questionnaire is to be answered by every non-employee director and
proposed non-employee director of the Company. Your careful completion of this
Questionnaire will help ensure that the Registration Statement will be accurate
and complete at the time it becomes effective.
After completing this Questionnaire, please retain one copy for your
personal files and return one signed copy, not later than
_____________________________, 199 __ to:
The Law Firm 1700 Atlantic Avenue Denton, Iowa 55555
Attention: Drew Druid
Your signature at the end of this Questionnaire will constitute your
consent to use the information contained in your answers in the Registration
Statement.
IT IS IMPORTANT THAT YOU PROVIDE COMPLETE, DETAILED, AND ACCURATE
INFORMATION IN RESPONSE TO THE ITEMS IN THIS QUESTIONNAIRE. IF YOU NEED
INFORMATION IN ORDER TO COMPLETE THE ITEMS REGARDING COMPENSATION, YOU MAY
CONTACT____________ AT THE COMPANY, INC., PHONE (555) 594-6888. IF YOU HAVE ANY
QUESTIONS REGARDING THIS QUESTIONNAIRE, YOU MAY CONTACT EITHER DREW DRUID AT
(555) 969-4775 OR _____________________ AT (555) 969-4667.
QUESTIONNAIRE
General Instructions
1. This Questionnaire is divided into four sections covering different
subjects, and each section is divided into particular items describing
information that must be disclosed.
2. Where necessary, each section is preceded by definitions of certain
terms used in that section to assist you in your responses.
3. Please give a response to every item, entering "None" or "Not
Applicable" where appropriate. When an item calls for a response other than
merely "yes" or "no," you should fill in the information called for by the item
description and the column headings under it or supplement, if necessary, the
information already provided.
4. If the answer to any item is in doubt, please set forth appropriate
facts so that you may be consulted as to the proper facts and disclosures.
5. If you need additional space to answer a particular item, please attach
a supplemental page to the end of the Questionnaire. Please identify on that
page the number of the item to which you are responding.
Defined Terms
affiliate: a person or an entity that, directly or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control
with, the person specified, including subsidiaries and sister companies.
associate: a corporation or organization in which you are an officer or
partner or of which you are, directly or indirectly, the beneficial owner of 10%
or more of any class of equity securities; a trust or estate in which you have a
substantial beneficial interest or serve as a trustee or other fiduciary; or a
family member.
Company: The Company, Inc.
control: having the power to direct or cause the direction of the
management and policies of the Company, whether through the ownership of voting
securities, by contract or otherwise.
equity security: as defined in the Securities Act, means any stock or
similar security (including any limited partnership interest), or any security
convertible with or without consideration into such a security, or carrying any
warrant or right to subscribe to or purchase such a security, or any such
warrant or right.
executive officer: the Chairman of the Board, Vice Chairman of the Board,
the President or any Vice President of the Company, any other officer or person
who performs policy-making functions for the Company.
family members: any relationship by blood, marriage or adoption, not more
remote than first cousin.
____ fiscal year: the Company's fiscal year ended _________, ____.
____ fiscal year: the Company's fiscal year ended _________, ____.
____ fiscal year: the Company's fiscal year ended _________, ____.
material: when used to qualify a requirement for the furnishing of
information as to any subject, limits the information required to those matters
to which there is a substantial likelihood that a reasonable investor would
attach importance in determining whether to purchase the securities being
registered. The materiality of any interest or transaction is to be determined
on the basis of the significance of the information to equity security holders
of the Company in light of all of the circumstances of the particular case. In
particular, the importance to the person having the interest, the relationship
of the parties to the transaction with each other and the amount involved in the
transaction are among the factors to be considered in determining the
significance of the information to equity security holders.
person: an individual, a corporation, a partnership, an association, a
joint-stock company, a trust, any unincorporated organization, or a government
or political subdivision thereof.
SECTION A. Personal Information and Business Relationships
1. Personal Data.
Birth Date:
Residence Address and Phone Number:
Business Address and Phone Number:
2. Present Positions. Please describe employment positions, offices, and
directorships, both presently held and held within the last five years with the
Company or any of its affiliates. Please list your principal occupation first. Positions or Offices (and Names of Entity) Term of Office Period
of Service
3. Arrangements or Understandings. Were you selected as a director, officer or
nominee to become a director or officer of the Company or any of its affiliates
pursuant to any arrangement or understanding between you and any other person or persons?
YES ______ NO ______
If you answered yes, please describe the arrangement or understanding and
name such person or persons.
4. Future Positions. Please provide the following information with respect to
employment positions, offices, and directorships with the Company or any of its
affiliates for which you have been chosen or elected, but have not yet begun
your term:
Positions or Offices (and Name of Entity) Proposed Term of Office Proposed
Period of Service
5. Business Experience. Please provide the following information with respect to
your principal occupations during the last five years (beginning January 1,
_______) other than with the Company or any of its affiliates:
Name of Business Entity Principal Business Activity Positions You HeldPeriod of Service in Each Position Nature of Responsibilities
6. Publicly Held Companies. Do you presently hold any directorships in any
company (other than the Company) that (a) has a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (generally, this includes companies having 500 or more stock-
holders and total assets of more than $5,000,000); or (b) is subject to Section
15(d) of the Exchange Act (this includes, generally speaking, companies that
have ever had a Securities Act registration); or (c) is registered as an
investment company under the Investment Company Act of 1940? (Generally
speaking, companies that are subject to Section 12 or Section 15(d) of the
Exchange Act are companies that are required to file reports on Forms 10-Q and
10-K with the SEC.)YES ______ NO ______
If you answered yes, please list the full name of each such company and
describe the business of each such company:
7. Family Relationships. Please identify family members who are directors,
executive officers, or nominees to be directors or executive officers of the
Company or any of its affiliates:
Name Family Relationship Positions or Offices with the Company (or
Affiliates)
8. Plan Fiduciary Relationships. Please provide the following information with
respect to representative, administrative, or other fiduciary positions (other
than as a director of the Company) you hold for employee benefit plans of the
Company or any of its affiliates:
Name of Plan (and Entity) Position
9. Relationships with Other Plan Fiduciaries. Please provide the following
information with respect to positions you hold with corporate trustees,
investment advisors, or other entities serving in a fiduciary, representative,
advisory, or administrative capacity to employee benefit plans of the Company or
any of its affiliates: Name of Plan (and Entity) Name of Fiduciary Position or Relationship
with Fiduciary
10. Control Relationships.
A. Do you know of any arrangements, including any pledge of equity
securities of the Company or any of its affiliates, the operations of which may
at a subsequent date result in a change in control of the Company or any of its
affiliates?
YES ______ NO ______
B. Are there persons or entities that you believe are in "control" of the
Company or any of its affiliates (other than solely by reason of being a
director or officer)?
YES ______ NO ______
If you answered yes, please identify and describe why you believe a
control relationship exists.
11. Indebtedness Owed Company. Have you, any family members, or any of your
associates owed any money to the Company or any of its affiliates since the
beginning of the ____ fiscal year (excluding debts for purchases subject to
usual trade terms and ordinary travel and expense payments)?YES ______ NO ______
If you answered yes, please provide the following information:
A. Name of person indebted to, and relationship with, the Company or any
of its affiliates: ____________________
B. Largest aggregate amount of indebtedness: $__________
C. Nature of indebtedness and transaction: ___________
D. Amount outstanding as of the date hereof: $________
E. Interest rate: _______________________________
F. Date indebtedness was incurred: ____________________
12. Legal Proceedings. To your knowledge, is there any legal proceeding
(including any bankruptcy, receivership, or similar proceeding, administrative
or tax proceeding, or investigations by governmental authorities) pending or
contemplated to which the Company or any affiliate of the Company is (or would
be) a party or of which any of their property is (or would be) the subject? YES ______ NO ______
If you answered yes, please describe the nature of the proceeding or
investigation, the name of the court or agency in which it is being conducted,
the date it was instituted, the principal parties to it, the factual basis
alleged to underlie such proceeding or investigation, and the relief sought.
13. Adverse Interest. Please identify any legal proceeding or investigation (i)
in which you or, to your knowledge, any director, officer, or affiliate of the
Company, any person beneficially holding more than 5% of any class of voting
securities of the Company or any of its affiliates, or any associate of the
foregoing has a material interest adverse to that of the Company or any of its
affiliates, or (ii) in which any of the foregoing is a party adverse to the
Company or any of its affiliates.
14. Intercompany Transactions and Indebtedness.
A. Are you now or have you been since the beginning of the ____ fiscal
year, an executive officer, director or an owner of more than a 10% "of record"
or beneficial equity interest, in any business or professional entity that
1. has made in the Company's affiliates' ____, ____, or ____ fiscal
year, or proposes to make in the Company's, or the Company's affiliates' current
fiscal year, payments to the Company, or the Company's affiliates, for property
purchased or to be purchased or for services rendered or to be rendered, such
payments totaling in excess of (a) 5% of the Company's, or the Company's
affiliates' consolidated gross revenues for its last full fiscal year, or (b) 5%
of such entity's consolidated gross revenues for its last full fiscal year, or
2. has received in the Company's, or the Company's affiliates' ____,
____ or ____ fiscal year or anticipates to receive in the Company's, or the
Company's affiliates' current fiscal year, amounts from the Company, or the
Company's affiliates, for property sold or to be sold or for services received
or to be received, such receipts totaling in the aggregate in excess of (a) 5%
of the Company's, or the Company's affiliates' consolidated gross revenues for
its last full fiscal year, or (b) 5% of such entity's consolidated gross
revenues for its last full fiscal year, or3. to which the Company, or the Company's affiliates, was or were
indebted at the end of the Company's, or the Company's affiliates' ____, ____,
or ____ fiscal year in an aggregate amount exceeding 5% of the Company's, or the
Company's affiliates' year-end assets for the relevant fiscal year.
NOTES: (1) Exclude in the calculation of payments for property and
services (a) payments where the rates or charges involved in the transaction are
determined by competitive bids, or the transaction involves the rendering of
services as a public utility at rates or charges fixed in conformity with law or
governmental authority; and (b) payments which arise solely from the ownership
of securities of the Company and no extra or special benefit not shared on a pro
rata basis by all holders of the class of securities is received.
(2) Exclude in the calculation of indebtedness for purposes of
part 3 above, debt securities which have been publicly offered, admitted to
trading on a national securities exchange, or quoted on the automated quotation
system of a registered securities association.
YES ______ NO ______
B. If you answered yes, describe the relationship fully, including: 1. your position or interest in the entity involved in the
transaction;
2. the property or services for which payment was made;
3. the amount of such payments during the periods indicated by the
question; and
4. the amount of business proposed to be done between the entity
involved and the Company or any of its affiliates in the current fiscal year.
C. If any transaction involved indebtedness to or by the Company or any of
its affiliates, provide the following:
1. the largest aggregate amount of indebtedness outstanding at any
time during the relevant period;
2. the nature of indebtedness and transaction in which it was
incurred;
3. the amount of indebtedness outstanding; and
4. the rate of interest paid or charged thereon.
If your answer is responsive to part A. 1 or part A.2 above, please provide the
gross revenues and the consolidated gross revenues for the last full fiscal year
of the business or professional entity involved in the transaction.
15. Certain Related Transactions. Are you aware of any transaction, or series of
similar transactions, since the beginning of the ____ fiscal year, or proposed
transactions, or series of similar transactions, involving the Company or any of
its affiliates in which the amount involved exceeded $60,000 and in which any of
the following persons had a direct or indirect material interest: any director
or officer of the Company or any of its affiliates, any nominee for director or
any person holding more than 5% of any class of voting securities of the Company
or any of its affiliates, or any of their family members? (If you answer yes,
please fully describe the transaction.)YES ______ NO ______
16. Indemnification Arrangements. Do you know of any arrangements for
indemnification or any or all directors or officers against liabilities incurred
in those capacities, other than pursuant to any statutory, charter, or bylaw
provision? (If you answer yes, please fully describe the arrangement.)
YES ______ NO ______
17. Attorney. Are you, or were you at any time since the beginning of the ____
fiscal year, a member of, or counsel to, a law firm that the Company or any of
its affiliates has retained since the beginning of the ____ fiscal year or
proposes to retain in the current fiscal year? YES ______ NO ______
If you answered yes, please provide the following:
A. name of firm: ______________________________
B. your relationship with such firm: _________________________
C. dates you held position: __________________________________
D. dollar amount of fees paid to such firm in each of the ____, _____, and
_____ fiscal years (indicate whether such amount exceeded 5% of such firm's
gross revenues for the relevant fiscal year); _________________________________
E. Describe any other relationship existing between the Company or any of
its affiliates and your
firm.___________________________________________________________________________
18. Investment Banker. Are you, or have you been since the beginning of the
_____ fiscal year, a director, partner or executive officer of any investment
banking firm that has performed services for the Company or any of its
affiliates since the beginning of the ____ fiscal year or that the Company or
any of its affiliates proposes to have perform services in the current fiscal year?
YES _______ NO _______
If you answered yes, please provide the following:
A. name of firm: _________________________________________
B. your relationship with such firm: _____________________
C. dates you held position: ______________________________
D. dollar amount of fees paid to such firm in each of the ____, ____, and
____ fiscal years (indicate whether such amount exceeded 5% of such firm's gross
revenues for the relevant fiscal year); ________________________________________
E. Describe any other relationship existing between the Company or any of
its affiliates and your firm.
________________________________________________________________________________
19. Accountants. Are you, or have you been since the beginning of the _____
fiscal year, a director, partner or executive officer of any accounting firm
that has performed services for the Company or any of its affiliates since the
beginning of the fiscal year or that the Company or any of its affiliates
proposed to have perform services in the current fiscal year?
YES _______ NO _______
If you answered yes, please provide the following:
A. name of firm: __________________________________________
B. your relationship with such firm: ______________________
C. dates you held position: _______________________________
D. dollar amount of fees paid to such firm in each of the ____, ____, and
_____ fiscal years (indicate whether such amount exceeded 5% of such firm's
gross revenues for the relevant fiscal year): _______________________________
E. Describe any other relationship existing between the Company or any of
its affiliates and your firm. ____________________________________________
20. Other Business Relationships. Do you have, or have you had since the
beginning of the ____ fiscal year, any significant business or personal
relationships with or regarding the Company or any of its affiliates that are
not described in the preceding items?
YES _______ NO _______
If you answered yes, please provide the following:
A. name of firm: __________________________________________
B. your relationship with such firm: ______________________
C. dates you held position: _______________________________
D. dollar amount of fees paid to such firm in each of the , ____, and ____
fiscal years (indicate whether such amount exceeded 5% of such firm's gross
revenues for the relevant fiscal year); ____________
E. Describe any other relationship existing between the Company or any of
its affiliates and your firm.
________________________________________________________________________________
21. Unregistered Sales of Equity Securities. Please furnish the following
information as to which you have knowledge, as to all equity securities of the
Company or any of its affiliates sold by the Company or any of its affiliates
within the past three years which were not registered under the Securities Act.
Include sales of reacquired equity securities as well as new issues, securities
issued in exchange for property, services, or other securities, and new equity
securities resulting from the modification of outstanding equity securities:
A. Date of sale, title of equity securities, and amount sold.
B. Names of the persons or identities of the class of persons to whom the
equity securities were sold.
C. As to any equity securities sold for cash, the aggregate offering price
and the aggregate underwriting discounts or commissions.
D. As to any equity securities sold otherwise than for cash, the nature of
the transaction and aggregate amount of consideration received.
E. The name of the principal underwriters, if any.
22. Information with Respect to Compensation Committee Interlocks. A. Are you a member of the Compensation Committee of the Company's Board
of Directors which determines executive compensation (or a board committee
performing equivalent functions) or have you participated in deliberations of
the Company's Board of Directors concerning executive compensation, during the
____ fiscal year?
YES _______ NO _______
B. Are you, or have you been since December 31, , a member of the
Compensation Committee of the Board of Directors (or other Board of Directors
committee performing equivalent functions, or, in the absence of any such
committee, the entire Board of Directors) of another entity?
YES _______ NO _______
C. If you are an executive officer of the Company or any of its
affiliates, or served as such during any part of the ____ fiscal year, did you serve as:
1. a member of the Compensation Committee (or other Board of
Directors committee performing equivalent functions or, in the absence of any
such committee, the entire Board of Directors) of another entity, one of whose
executive officers has served on the compensation committee (or other committee
performing equivalent functions) of the Company or any of its affiliates?
YES _______ NO _______
2. a director of another entity, one of whose executive officers
served on the Compensation Committee (or other Board of Directors committee
performing equivalent functions) of the Company or any of its affiliates?
YES _______ NO _______
3. a member of the Compensation Committee (or other Board of
Directors committee performing equivalent functions or, in the absence of such
committee, the entire Board of Directors) of another entity, one of whose
executive officers served as a director of the Company or any of its affiliates?
YES _______ NO _______
If you answered yes to question B or C of this Item , please
provide the name of the other entity, your position and responsibilities with
the other entity and your salary with the other entity.
SECTION B. Ownership of Securities
Defined Terms Used in Section Bbeneficial ownership: the right, alone or with others, by reason of some
arrangement, understanding or otherwise, to vote or direct the voting of
securities or to dispose or direct the disposition of them. The right to dispose
of equity securities is called "investment power." Questions on the type of
beneficial ownership should be answered by one or more of the following
designations: (a) sole voting power, (b) shared voting power, (c) sole
investment power, or (d) shared investment power. For further information with
respect to the meaning of "beneficial ownership" please refer to Appendix A.
group: two or more persons acting together or in a concerted manner for
the purpose of acquiring, holding or disposing of equity securities of the
Company or any affiliate of the Company. Partnerships, limited partnerships, and
syndicates are included within the term.
rights to acquire equity securities: include rights to acquire equity
securities by (a) exercise of an option, warrant, or right or (b) the automatic
termination of, or a power to revoke, a trust, discretionary account, or similar
arrangement.
23. Securities.
A. Please provide the following information with respect to the equity
securities of the Company or any of its affiliates (other than options and
warrants) owned of record by you or any group of which you are a member (if
beneficial ownership is shared with any person or entity, please identify such
co-owner and the nature of his or its ownership interest):
Name of Entity and Class of Equity Security
Record Owner and Number of Shares Owned of Record
Number of Shares Beneficially Owned By You By Group
Type of Beneficial Ownership
Name and Address of Co-Owner or Group (or Member(s))
Voting Power Held By Investment Power Held By
B. Please provide the following information with respect to the equity
securities of the Company or any of its affiliates owned of record by someone
else (e.g., a family member, brokerage firm, associate or affiliate, a group of
which you are a member, etc.) but which are held for your benefit through any
contract, agreement, relationship, understanding or other arrangement:
Name of Entity and Class of Equity Security
Record Owner and Number of Shares Owned of Record
Number of Shares Beneficially Owned By You By Group
Type of Beneficial Ownership
Name and Address of Co-Owner or Group (or Member(s))
Voting Power Held By
Investment Power Held By
C. Please provide the following information with respect to the equity
securities of the Company or any of its affiliates (other than options and
warrants) owned of record by you (or any group of which you are a member) with
benefits therefrom enjoyed by someone else (e.g., a family member, brokerage
firm, associate or affiliate, a group of which you are a member, etc.) through
any contract, agreement, relationship, understanding or other arrangement (e.g.,
you hold as a trustee):Name of Entity and Class of Equity Security
Record Owner and Number of Shares Owned of Record
Number of Shares Beneficially Owned By You By Group
Type of Beneficial Ownership
Name and Address of Co-Owner or Group (or Member(s))
Voting Power Held By
Investment Power Held By
D. If you acquired equity securities of the Company or any of its
affiliates in the ____ fiscal year or since the end of the ____ fiscal year,
please provide the following information regarding the acquired equity
securities:
Date Acquired
Number of Shares Acquired
Consideration Paid
24. Rights to Acquire Equity Securities. With respect to rights to acquire
equity securities of the Company or any of its affiliates (other than rights to
acquire securities received as an employee or director of the Company)
beneficially owned by you or any group of which you are a member: A. Please provide the following information:
Name of Instrument Giving Right to Acquire
Name of Entity and Class of Equity Security Can Acquire
Number of Shares of Equity Security Can Acquire
Exercise or Conversion Price
Expiration of Rights
B. Please identify the beneficial owner of the rights to acquire equity
securities of the Company or any of its affiliates (if beneficial ownership is
shared with any person or entity, please identify such co-owner and the nature
of his or its ownership interest):
Amount Beneficially Owned By YouBy Group
Type of Beneficial Ownership
Name and Address of Co-Owner or Group (or Member(s))
25. Disclaimer of Beneficial Ownership. Please provide the following information
with respect to shares owned by your affiliates, associates or family members,
but with respect to which you disclaim beneficial ownership: Identity of Owner of Securities
Class of Equity Securities
Number of Shares
26. Employee/Director Options.
A. If you are an employee or director of the Company or any of its
affiliates, please provide the following information with respect to options to
purchase equity securities granted to you in the ____ fiscal year and since the
end of the ____ fiscal year:
Name of Entity and Number of Options Granted Class of Equity Security Subject to Option Number of Shares of Underlying Equity Securities Exercise Price
per Share Date of Grant Market Value on Date of Grant Expiration Date
B. If you are an employee or director of the Company or any of its
affiliates, please provide the following information with respect to options to
purchase equity securities exercised by you in the ____ fiscal year and since
the end of the _____ fiscal year:
Name of Entity and Class of Equity Security Subject to Option Number
of Shares of Equity Securities Purchased on Exercise Exercise Price per Share
Market Value on Date of Exercise Date of Exercise
C. If you are an employee or director of the Company or any of its
affiliates, please provide the following information with respect to unexercised
and outstanding options to purchase equity securities that you held at the end
of the ____ fiscal year:
Name of Entity and Number of Options
Class of Equity Security Subject to Option
Number of Shares of Underlying Equity Securities
Number of Options Exercisable at End of ?? Fiscal Year Exercisable
Price per Share Date
D. If you hold any stock appreciation rights ("SARs") on equity securities
of the Company or any of its affiliates, please provide the following
information:
1. The name of the entity and the number of SARs granted to you
since the beginning of the _____ fiscal year.
2. The number of shares and class of equity securities subject to
options granted to you in tandem with SARs since the beginning of the ____
fiscal year.
3. The date(s) of grant(s) of SARs granted to you since the
beginning of the _____ fiscal year.
4. The information requested in the table below with respect to SARs
granted in tandem with stock options and exercised by you since the beginning of
the _____ fiscal year:
Name of Entity and Number of SARs Exercised
Exercise or Base Price per Share
Market Value of Equity Securities Received on Exercise Cash
Received
Date Exercised Expiration Date
5. The information requested in the table below with respect to
unexercised and outstanding SARs that were granted in tandem with stock options
and were held by you at the end of the _____ fiscal year:
Name of Entity and Number of SARs
Class of Equity Security Subject to Option
Number of Shares of Underlying Equity Securities
Number of SARs Exercisable at End of _ Fiscal Year
Exercise or Base Price per Share
Expiration Date
6. With respect to SARs that were granted not in tandem with stock
options ("Non-Option SARs") since the beginning of the _____ fiscal year, the
information requested in the table below:
Date of Grant
Exercise or Number of Non Option SARs
Base Price per SAR
Expiration Date
7. The information requested in the table below with respect to Non-
Option SARs exercised by you since the beginning of the _____ fiscal year:
Name of Equity and Number of Non-Option SARs Exercised
Exercise or Base Price per Share
Market Value of Equity Securities Received
Cash Received
Date Exercised
Expiration Date
8. The information requested in the table below with respect to
unexercised and outstanding Non-Option SARs which were held by you at the end of
the _____ fiscal year:
Name of Entity and Number of Non Option SARs
Exercise or Base Price per Share
Number of Non Option SARs Exercisable at End of _ Fiscal Year
Expiration Date
27. Repriced Options/SARs. At any time during the _____ fiscal year did the
Company or any of its affiliates adjust or amend the exercise price of stock
options or SARs previously awarded to you, whether through amendment,
cancellation or replacement grants, or any other means?
YES ________ NO ________
If you answered yes, please provide the following information:
A. The date of the repricing: ____________________
B. The number of replacement or amended options or SARs:
C. The per share market price of the underlying security at the time of
repricing: ______________________________
D. The original exercise price or base price of the cancelled or amended
option or SAR: ______________________________________
E. The per-share exercise price or base price of the replacement option or
SAR: _______________________________________________________
F. The amount of time remaining before the replaced or amended option or
SAR would have expired: _________
28. Securities Sales. Please provide the following information with respect to
equity securities of the Company or any of its affiliates disposed of by you in
or since the beginning of the _____ fiscal year.
Name of Entity and Class of Equity Security
Type of Transaction Number of Shares Date of Transaction Sales Price
SECTION C. - Compensation
Defined Terms Used in Section C
fringe benefits and perquisites: these terms include the value of certain
insurance premiums and medical reimbursements, property acquired by you from the
Company or an affiliate of the Company at less than fair market value, and
personal benefits such as personal use of Company cars, airplanes, and club
memberships, personal entertainment and travel expenses, and transactions
between the Company and third parties that had the primary purpose of
remunerating you for services to the Company or an affiliate of the Company. The
terms do not include pension, profit sharing, savings, and investment plans, and
similar employee benefit plans. See Appendix B for further explanation and
discussion of perquisites.
29. Director's Payments. Please set forth the amounts paid to you for services
as a director during each of the ____, ____, and ____ fiscal years, including
any additional amounts paid to you for committee participation or special
assignments.
30. Other Payments. Please set forth the amounts paid to you for services as a
director during each of the ____, ____ and ____ fiscal years in addition to or
in lieu of the standard amounts paid by the Company to directors for their
services on the Board of Directors or on committees of the Board of Directors.
If these amounts were paid to you pursuant to any arrangement with the Company
(including a consulting arrangement), please describe such arrangement fully.
31. Perquisites-Fringe Benefits.
The Registration Statement must disclose "personal benefits", sometimes
referred to as "perquisites," received by management. Although the term
"personal benefits" is not defined in the SEC's rules, the SEC stated the view
that direct or indirect payments (including the value thereof) made for each of
the following should be reported: (1) home repairs and improvements; (2) housing
and other living expenses (including domestic service) provided at principal
and/or vacation residences of management personnel; (3) the personal use of
Company property such as automobiles, planes, yachts, apartments, hunting lodges
or company vacation houses; (4) personal travel expenses; (5) personal
entertainment and related expenses; (6) legal, accounting and other professional
fees for matters unrelated to the business of the Company; and (7)
reimbursements for taxes owed by you. See Appendix B for a further description
of "personal benefits" or "perquisites."
This list is not inclusive for all perquisites which may require
disclosure, and you should refer to Appendix B for further explanation and
discussion of personal benefits which may be considered forms of remuneration
requiring disclosure.
In general, the value of a perquisite is regarded as the actual
incremental cost to the company in question for providing such perquisite.
Questions relating to valuation are complicated, and it is suggested that you
consult with _______________ at The Company, Inc. or ________________ at The
Law Firm, if you have any questions regarding any response to this item.
Please provide the following information with respect to fringe benefits
and perquisites that were paid to you or accrued for you by the Company or any
of its affiliates in each of the _____, _____ and _____ fiscal years for
services rendered to the Company or any of its affiliates and that are not
described elsewhere in this Questionnaire:
Fiscal Year
Name of Entity and Capacities in which Served
Method of Remuneration
Amount or Estimated Value
Basis for Valuation
32. Other Compensation. Are you entitled to, or have you been paid, any
compensation (regardless of whether accrued or paid and regardless of the form
thereof) for services performed for the Company or any of its affiliates during
any of the ____, ____ and ____ fiscal years that has not been disclosed, or
specifically exempted from disclosure, herein? (If you answer yes, please
describe.) YES ________ NO ________
SECTION D. - GENERAL
33. Voting Trusts. Do you know of any arrangement by which more than 5% of any
class of the voting stock of the Company or any of its affiliates is held in a
voting trust or subject to a voting agreement? YES ________ NO ________
If you answered yes, please state the title of the voting trust or
agreement, the title of the equity securities subject to the voting trust or
agreement, the number of shares held or to be held subject to such trust or
agreement, the duration of the agreement, and the names and addresses of the
voting trustee(s).
34. Political Contributions. Do you know of any political contributions by the
Company or any of its affiliates or its agents that might arguably be in
violation of any law? (If you answer yes, please describe.)
YES ________ NO ________
35. Integrity of Books and Records, etc.
State whether you have knowledge or information that any of the following
transactions involving the Company or any of its affiliates took place since
December 31, _____: NOTE: In responding to this Item, the following instructions apply:
A. Each question is to be read as relating to the activities or conduct of
the Company and any affiliate of the Company, as well as to the conduct of any
person who has acted or is acting on behalf of or for the benefit of any of
them. Persons who have acted or are acting on behalf of or for the benefit of an
entity include, but are not necessarily limited to, directors, officers,
employees, agents, consultants and sales representatives.B. Each question is to be read as relating not only to activities or
conduct within the United States, but outside the United States as well.
C. The terms "payments" and "contributions" include not only the giving of
cash or hard goods but also the giving of anything else of value-for example,
services or the use of property.
D. The term "indirectly" means an act done through an intermediary.
Payments to sales agents or representatives which are passed on in whole or in
part to purchasers, or compensation or reimbursement to persons in consideration
for their acts, are examples of acts done through intermediaries.
E. Your answers should consider not only matters of which you have direct
personal knowledge, but also those matters which you have reason to believe may
have existed or occurred (for example, you may not "know" of your own personal
knowledge that contributions were made by the Company to a political party in a
foreign land, but, based upon information which has otherwise come to your
attention, you may nonetheless have "reason to believe" that such a contribution
was made. In such case, your response would be yes).
1. Any bribes or kickbacks to government officials or their
relatives, or any other payments to such persons, whether or not legal, to
obtain or retain business or to receive favorable treatment with regard to business.
YES ________ NO ________
2. Any bribes or kickbacks to persons other than government
officials, or to relatives of such persons, or any other payments to such
persons or their relatives, whether or not legal, to obtain or retain business
or to receive favorable treatment with regard to business.
YES ________ NO ________
3. Any contributions, whether or not legal, made to any political
party, political candidate or holder of government office.
YES ________ NO ________
4. Any bank accounts, funds or pools of funds created or maintained
without being reflected on the corporate books of account, or as to which the
receipts and disbursements therefrom have not been reflected on such books.
YES ________ NO ________
5. Any receipts or disbursements, the actual nature of which has
been "disguised" or intentionally misrecorded on the corporate books of account.
YES ________ NO ________
6. Any fees paid to consultants or commercial agents which exceeded
the reasonable value of the services purported to have been rendered.
YES ________ NO ________
7. Any payments or reimbursements made to personnel of the Company
or any of its affiliates for the purposes of enabling them to expend time or to
make contributions or payments of the kind or for the purposes referred to in
subparts 1-6 above.
YES ________ NO ________
8. If you answered yes to any of the questions in this Item, please
explain fully the nature of the knowledge or information possessed by you and
describe the transaction as fully as possible.
36. Certain Personal Legal Matters. Please indicate whether any of the following
have happened to you in the last five years (since December 31, _____):
A. A petition under the Federal bankruptcy laws or any state insolvency
law being filed by or against, or a receiver, fiscal agent, or similar officer
being appointed by a court for the business or property of, you or any
partnership, corporation, or business association in which you were a general
partner or executive officer within two years prior to the time of such filing.
YES ________ NO ________
If you answered yes, please describe fully.
B. Conviction in a criminal proceeding or a named subject of a pending
criminal proceeding (exclude traffic violations and minor offenses).
YES ________ NO ________
If you answered yes, please describe fully.
C. Being the subject of an order, judgment, or decree not subsequently
reversed, suspended, or vacated by a court, governmental authority or self-
regulatory agency (i) finding you guilty of violating a federal or state
securities law or federal commodities law, or (ii) permanently or temporarily
enjoining you from, or otherwise limiting, the following activities or to be
associated with persons engaged in the following activities: (1) acting as a
futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leverage transaction merchant, any other
person regulated by the Commodity Futures Trading Commission, or an associated
person or any of the foregoing, or as an investment advisor, underwriter,
broker, or dealer in securities, or as an affiliate person, director, or
employee of any investment company, bank, savings and loan association, or
insurance company, or engaging in or continuing any conduct or practice in
connection with such activity; (2) engaging in any type of business practice; or
(3) engaging in any activity in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws.
YES ________ NO ________
If you answered yes, please describe fully.
D. Are you a party to any legal proceedings (other than one to which the
Company is a party) in which you are charged with any wrongdoing, misfeasance or
nonfeasance, in connection with your service as a director, officer or manager
of any business, incorporated or unincorporated, or your practice of any
profession?
YES ________ NO ________
If you answered yes, please describe fully.
37. Certain Other Legal Matters. Please indicate whether you know if anything
enumerated above has happened to any director, person nominated to become a
director, or executive officer or control person of the Company or any of its
subsidiaries in the last five years (since December 31, _____).
38. Financial Disclosure. A. To your knowledge, has the Company or any of its affiliates engaged in
any transaction to which the Company or any of its affiliates is or was a party
which, in reasonable detail, is not accurately reflected in the books, records
and accounts of the Company or any of its affiliates? (If you answer yes, please
describe.)
YES ________ NO ________
B. Are you aware of any transaction to which the Company or any of its
affiliates is or was a party that has not been recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles or to maintain accountability for assets? (If you answer
yes, please describe.)
YES ________ NO ________
39. Reports, Memoranda, etc. A. Do you know of any material engineering, management or similar report
or memorandum relating to the broad aspects of the business, operations or
products of the Company or any of its affiliates which has been prepared for or
by the Company or any of its affiliates since December 31, _____?
YES ________ NO ________
If you answered yes, please identify such report or memorandum in
the space below.
B. Do you know of any report or memorandum prepared for external use by
the Company or any of its affiliates or others in connection with the proposed offering?
YES ________ NO ________
If you answered yes, please identify such report or memorandum in
the space below.
40. Competition. Are you aware of any services or products of any other company
for which you serve as director or officer that could be regarded as competitive
with those of the Company or any of its affiliates? (If you answer yes, please
describe.)
YES ________ NO ________
41. Public Sale of Securities. Please describe any arrangement known to you
(other than in the underwriting agreement or proposed agreement among the
Underwriters (as defined below)) made or to be made by any person that has any
of the following purposes: (i) limit or restrict the sale of the Common Stock
during the period of the offering of the Common Stock registered on Form S-1;
(ii) to stabilize the market for the Common Stock during the period of
distribution; (iii) to stabilize the market for the Common Stock to be offered;
(iv) for withholding commissions or otherwise to hold each underwriter or dealer
responsible for the distribution of his participation in the offering; or (v) to
compensate any finder in connection with the proposed offering. If the answer is
none, please so state.
42. Knowledge of Misstatements or Omissions. If you have received a copy of the
Registration Statement, please describe any misstatements of material facts
contained therein, or any omissions to state any material facts necessary to
make the statements contained therein not misleading, which have not been
described in your answers to previous items.
43. NASD AffiliationA. Are you a member of the National Association of Securities Dealers,
Inc. (the "NASD") or directly affiliated or associated with a member of the
NASD? (For purposes of this Item, "affiliated" includes any person who is
directly or indirectly controlling or controlled by any such NASD member,
"associated" includes any sole proprietor, partner, officer, director, branch
manager, or any other person of a similar status or performing similar functions
of such member and any person who is directly or indirectly controlling or
controlled by such member, and "control" includes, but is not limited to, (a)
any person who beneficially owns, directly or indirectly, 10% or more of the
outstanding voting securities of a corporation or the distributable profits or
losses of a partnership or (b) a person having the power to direct or cause the
direction of the management or policies of the corporation or partnership).
YES ________ NO ________
If the answer is yes, describe the relationship and state the name,
address and telephone number of the NASD member or members with whom you may be
deemed to be affiliated or associated.
B. Are you currently, or have you been at any time, in control of,
controlled by or under common control with an entity which is a member firm of
the NASD? If the answer is yes, please provide complete details.
YES ________ NO ________
C. Do you own stock or other securities of any NASD member not purchased
in the open market? If the answer is yes, name the member and describe the
securities.
YES ________ NO ________
D. If you answer to each of parts A, B and C above of this Item is no, you
need not respond to this part D below.
1. Set forth below information as to all purchases and acquisitions
(including contracts for purchases or acquisitions) of securities of the Company
or any affiliate thereof by you within the past 18 months, as well as to
proposed purchases and acquisitions which are to be consummated in whole or in
part within the next 12 months:
Seller or Prospective Seller
Amount and Nature of Securities
Price and Other Consideration Date
2. Set forth below information as to all sales and dispositions
(including contracts for sale or to dispose) of securities of the Company or any
affiliate thereof by you within the past 18 months to any member of the NASD,
any person associated with a member or associated person of a member, or any
underwriter or related person with respect to the proposed offering of Common
Stock, as well as to proposed sales and dispositions which are to be consummated
in whole or in part within the next 12 months:
Seller or Prospective Seller
Amount and Nature of Securities
Price and Other Consideration Date
3. If you have had or are to have any transactions of the character
referred to in either 1 or 2 above, describe briefly the relationship,
affiliation or association of both of you and, if known, the other party or
parties to any such transaction with any underwriter or other person "in the
stream of distribution" with respect to the proposed offering of Common Stock.
In any case, where the purchaser (whether you or any such party) is known by you
to be a member of a private investment group, such as a hedge fund or other
group of purchasers, furnish, if known, the names of all persons constituting
the "group" and their association with or relationship to any broker-dealer.
E. Do you know of (i) any holder (including you and/or any associates)
owning beneficially more than 5% of any class of outstanding equity security of
the Company or (ii) any holder (including you and/or any associates) having the
right to acquire beneficial ownership of more than 5% of any class of
outstanding equity security of the Company?
YES ________ NO ________
If the answer is yes, please state the name and address of each such
holder, the class of security and the approximate number of securities
beneficially owned.
F. Do you know of or have any information pertaining to underwriting
compensation and arrangements or items of value received within the last twelve
months or to be received by ______________________________ or _______________
(jointly, the "Underwriters") or an affiliate thereof other than information
relating to the proposed public offering of Common Stock? If the answer is yes,
please provide complete details.
YES ________ NO ________
G. Do you know of or have any information pertaining to any dealings
between the Company, on one hand, and any underwriter or any affiliate thereof,
any member of the NASD or any person associated with a member, and known to you
as such, on the other hand, other than information relating to the proposed
offering of Common Stock? If the answer is yes, please provide complete details.
YES ________ NO ________
H. Have you or any associates of yours had a material relationship with
either of the Underwriters or with any other investment firm or underwriting
organization which, to your knowledge, might participate in the underwriting of
the proposed offering of Common Stock? If the answer is yes, please provide
complete details.YES ________ NO ________
The undersigned has furnished the information called for in this
Questionnaire expressly for use in connection with the preparation and filing of
the Registration Statement. THE UNDERSIGNED REPRESENTS AND WARRANTS TO ANY
PERSONS WHO MAY BE LIABLE IN RESPECT OF THE REGISTRATION STATEMENT, AND TO THE
LAW FIRM, THAT TO THE BEST OF THE KNOWLEDGE, INFORMATION, AND BELIEF OF THE
UNDERSIGNED, THE ANSWERS GIVEN IN THIS QUESTIONNAIRE ARE TRUE AND CORRECT AND DO
NOT OMIT ANY FACTS REQUIRED FOR A PROPER ANSWER TO ANY ITEM STATED HEREIN.
If at any time prior to the effective date of the Registration Statement
any of the information set forth in the responses of the undersigned to this
Questionnaire has changed due to passage of time, or any development occurs
which requires a change in any such answer, or has for any other reason become
incorrect, the undersigned will forthwith furnish to the individual to whom a
copy of this Questionnaire is to be sent, any necessary or appropriate
correcting information. Otherwise, the Company is to understand that the above
information continues to be, to the best of the undersigned's knowledge,
information and belief, complete and correct as of the effective date of the
Registration Statement.
THE UNDERSIGNED HAS BEEN OR WILL PROMPTLY BE PROVIDED WITH THE
REGISTRATION STATEMENT AND THE UNDERSIGNED AGREES TO PROMPTLY AND CAREFULLY
REVIEW SUCH REGISTRATION STATEMENT AND TO REPORT TO DREW DRUID AT THE LAW FIRM,
1700 ATLANTIC AVENUE, DENTON, IOWA 55555 ((555) 969-4775), ANY INFORMATION WHICH
RENDERS ANY OF THE STATEMENTS MADE THEREIN MATERIALLY MISLEADING OR THE OMISSION
OF ANY STATEMENT WHICH WOULD CAUSE THE STATEMENTS TO BE MATERIALLY MISLEADING.
Dated: _____________, ________________________
Signature of Director ____________________
(Please type or print your name and title, if any, exactly as it should appear
in the Registration Statement)
APPENDIX A
BENEFICIAL OWNERSHIP
As used in this Questionnaire, the term "beneficial ownership" does not carry
its ordinary connotation. Rather it is a technical term which has been
specifically defined by the SEC. The term as defined by the SEC is used in a
very broad sense to encompass many situations which might not be thought to
confer ownership in the usual sense. It is therefore important to give careful
consideration to the definition and the discussion which follow. If you are
uncertain whether a particular set of facts warrants a conclusion that you
beneficially own securities of the Company or any of its affiliates, please
resolve your doubts in favor of reporting the securities in question. (In this
regard note that space is provided in the Questionnaire for a disclaimer of
beneficial ownership as to any or all of the securities reported.)
The SEC has provided the following general definitions:
A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise, has or shares:1. Voting power, which includes the power to vote, or to direct the
voting or, such security; and/or
2. Investment power, which includes the power to dispose of, or to
direct the disposition of, such security.
It should be emphasized that the possession of either voting power or investment
power as described above suffices to confer beneficial ownership.
A person is also deemed to be the "beneficial owner" of securities which such
person has the right to acquire (i) through the exercise of an option, warrant
or right (including options traded on option exchanges) exercisable within 60
days, (ii) through the conversion of securities which are immediately
convertible or will become convertible within 60 days, or (iii) pursuant to a
power to revoke within 60 days a trust, discretionary account or similar
arrangement.
In applying these definitions to concrete situations three key concepts-to a
large extent interrelated-emerge as central considerations:
(a) Whether one has the power to vote or dispose of securities is
essential to a finding of beneficial ownership and is not a matter of legal
title or authority but a question of fact which can go behind legal forms.
On this basis, securities owned beneficially include not only securities held by
you for your own benefit, whether in bearer form or registered in your own name
or otherwise, but also securities held by others as to which you have or share
voting power or investment power (regardless of how the securities are
registered) such as, for example, securities held for you by custodians, brokers
or pledgees. Securities owned by a corporation which you control are within your
power to vote and invest and thus are considered beneficially owned by you
despite the separate legal personality of the corporation.
Similarly, where by virtue of a special relationship, whether of a family or a
business nature, you have substantial influence over the decisions of another
person in investing or voting his securities, any securities of the Company
owned by that person should be considered beneficially owned by you. Thus, for
example, securities owned by all persons related to you by blood, marriage or
adoption or other persons who share your home should be considered beneficially
owned by you absent a clear history of independent decision-making in their
investment and voting in the securities. (Such securities would also be reported
in the Questionnaire as owned by such relatives as your associates.)
In addition, securities held by you solely for the economic benefit of another
person, for example, as nominee, trustee or executor, are considered
beneficially owned by you if you have or share voting power or investment power
with respect to such securities. (If you have been named as executor of an
estate but have not yet qualified under local law, you are not considered the
beneficial owner of securities in the estate, absent other facts indicating
actual power.)
The power to vote or invest securities need not be presently exercisable to
confer beneficial ownership. The fact that securities are held by you in trust
or in a discretionary account removes them from your control; but if you have
the power to terminate the relationship and regain control of the securities at
will or within 60 days, they are considered to be subject to your power and,
hence, beneficially owned by you. The same applies to securities which you can
acquire by option or other right exercisable at this time or which will become
exercisable within the next 60 days.
Securities held by you as pledgee are subject to special rules. You would not
ordinarily by deemed the beneficial owner of securities held by you in the
ordinary course of business as pledgee pursuant to a bona fide pledge agreement
if the pledge agreement provides that you have no substantive rights in such
securities (i.e., the owner retains the investment and voting power) until a
default has occurred. Even if there is a default under such a pledge agreement,
you ordinarily would not be considered the beneficial owner of the pledged
securities unless the default remains uncured for more than thirty (30) days or
unless before the default is cured you acquire actual voting power to change or
influence control of the issuer.
Where you do not have the power to vote or invest securities, directly or
indirectly, you are not considered the beneficial owner. Thus you are not deemed
the beneficial owner of securities held solely by an estate or trust of which
you are a beneficiary solely by reason of that fact. The same conclusion
applies, absent other facts, to securities held by mutual funds or by pension or
profit-sharing plans in which you have an interest (assuming no right to
terminate participation and receive a distribution in kind within 60 days); to
trusts of which you are settlor but not trustee and as to which you have no
right of revocation exercisable within 60 days; and to other securities in which
you retain some interest other than the power to vote or direct their
disposition.(b) Power to vote or direct investment in securities confers beneficial
ownership whether exercised directly or indirectly.
Many of the examples cited above serve to illustrate this point as well. Thus
you would be considered the beneficial owner of securities held by any
corporation controlled by you, whether directly or through intermediaries, and
of securities held by a partnership of which you are a member. Power to control
or direct the voting of or investment in securities held by another person
(individual or corporate), whether by contract or otherwise, dictates the same
conclusion. And, of course, the reporting requirement cannot be circumvented by
an arrangement nominally or temporarily to divest a person of beneficial
ownership as part of a plan or scheme to evade such reporting requirements.
(c) It is sufficient to confer beneficial ownership if voting or
investment power is shared with others.
This principle can result in a situation where the same shares of stock may be
deemed beneficially owned by a number of persons. Thus, for example, where co-
trustees share voting and/or investment power over securities held in the trust,
each will be deemed the beneficial owner of such securities. Similarly, although
the SEC has not expressly so stated, it appears that where by virtue of a
position as a director or trustee of a business corporation, insurance company,
bank, charitable foundation, pension fund or the like, you share the power to
direct the voting and disposition of securities in that institution's portfolio,
you may be considered the beneficial owner in your own right of all such
securities. Where as an officer or employee you have portfolio management
responsibilities which confer upon you the authority to sell securities held by
an institution, beneficial ownership may also be attributed to you.
APPENDIX B
PERSONAL BENEFITS OR PERQUISITES
A. The term "personal benefit" or "perquisite" as used herein to indicate a form
of remuneration is not defined in the SEC's rules, but includes, among other things:1. The benefits listed above.
2. The ability of officers and directors to obtain benefits from third
parties, such as favorable bank loans from a bank in which the Company or any of
its affiliates maintains balances or benefits from the Company's or any of its
affiliates' suppliers because the Company or any of its affiliates compensates
the supplier for supplying the service to management.
B. Other "personal benefits" or "perquisites" which, although not specifically
listed by the SEC, are likely to be considered forms of remuneration include:
1. Use of corporate staff for personal purposes.
2. Club memberships (if maintained in employee's name or if used for
personal purposes in whole or in part).
3. Travel expenses for family members.
4. Personal telephone charges.
5. Sales of merchandise at cost.
6. Personal use of company credit cards.
7. Life insurance premiums (other than group policies available to
employees in general).
8. Real estate agent's fees.
9. Medical examinations.
10. Reimbursement of medical costs beyond coverage of company health plan.
11. Health insurance or medical reimbursement plans which discriminate in
favor of officers and directors.
12. Personal automobile maintenance expenses.
13. Chauffeurs for personal use.
14. Provision of food or beverages for personal use except while traveling
on company business.
15. Home security systems.
16. Itemized expense accounts if "excessive in amount" or "conferred too
frequently."
C. Certain incidental personal benefits that are directly related to job
performance may not be reportable f
