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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/26/13 Safeguard Scientifics Inc 10-Q 6/30/13 104:12M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 615K
2: EX-10 Ex-10.1 HTML 37K
3: EX-10 Ex-10.2 HTML 40K
4: EX-31 Ex-31.1 HTML 39K
5: EX-31 Ex-31.2 HTML 39K
6: EX-32 Ex-32.1 HTML 32K
7: EX-32 Ex-32.2 HTML 32K
101: R1 Document and Entity Information HTML 57K
61: R2 Consolidated Balance Sheets HTML 141K
57: R3 Consolidated Balance Sheets (Parenthetical) HTML 51K
17: R4 Consolidated Statements of Operations HTML 75K
60: R5 Consolidated Statements of Comprehensive Loss HTML 52K
38: R6 Condensed Consolidated Statements of Cash Flows HTML 94K
84: R7 Consolidated Statement of Changes in Equity HTML 59K
40: R8 General HTML 38K
45: R9 Ownership Interests in and Advances to Partner HTML 104K
Companies and Funds
18: R10 Acquisitions of Ownership Interests in Partner HTML 47K
Companies and Funds
42: R11 Fair Value Measurements HTML 189K
83: R12 Convertible Debentures and Credit Arrangements HTML 79K
77: R13 Stock-Based Compensation HTML 81K
58: R14 Income Taxes HTML 36K
95: R15 Net Loss Per Share HTML 97K
81: R16 Operating Segments HTML 261K
16: R17 Commitments and Contingencies HTML 48K
21: R18 Ownership Interests in and Advances to Partner HTML 97K
Companies and Funds (Tables)
94: R19 Fair Value Measurements (Tables) HTML 172K
99: R20 Convertible Debentures and Credit Arrangements HTML 52K
(Tables)
103: R21 Stock-Based Compensation (Tables) HTML 58K
97: R22 Net Loss Per Share (Tables) HTML 85K
69: R23 Operating Segments (Tables) HTML 250K
19: R24 Carrying Value of Ownership Interests in and HTML 60K
Advances to Partner Companies and Private Equity
Funds (Detail)
36: R25 Results of Operations of PixelOptics (Detail) HTML 41K
28: R26 Ownership Interests in and Advances to Partner HTML 39K
Companies and Funds - Additional Information
(Detail)
27: R27 Acquisitions of Ownership Interests in Partner HTML 53K
Companies and Funds - Additional Information
(Detail)
47: R28 Carrying Value and Fair Value of Certain Financial HTML 99K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Detail)
68: R29 Fair Value Measurements - Additional Information HTML 58K
(Detail)
79: R30 Convertible Debentures and Credit Arrangements - HTML 61K
Convertible Senior Debentures due 2024 -
Additional Information (Detail)
32: R31 Convertible Debentures and Credit Arrangements - HTML 35K
Convertible Senior Debentures due 2014 -
Additional Information (Detail)
48: R32 Convertible Debentures and Credit Arrangements - HTML 50K
Credit Arrangements - Additional Information
(Detail)
89: R33 Convertible Debentures and Credit Arrangements - HTML 103K
Convertible Senior Debentures due 2018 -
Additional Information (Detail)
29: R34 Carrying Values of Convertible Senior Debentures HTML 41K
(Detail)
74: R35 Stock-Based Compensation Expense (Detail) HTML 36K
75: R36 Stock-Based Compensation - Additional Information HTML 77K
(Detail)
51: R37 Income Taxes - Additional Information (Detail) HTML 34K
26: R38 Calculations of Net Loss Per Share (Detail) HTML 59K
71: R39 Net Loss Per Share - Additional Information HTML 49K
(Detail)
31: R40 Operating Segments - Additional Information HTML 38K
(Detail)
46: R41 Active Partner Companies by Segment (Detail) HTML 44K
80: R42 Active Partner Companies by Segment HTML 31K
(Parenthetical) (Detail)
34: R43 Segment Data from Operations (Detail) HTML 64K
70: R44 Commitments and Contingencies - Additional HTML 70K
Information (Detail)
56: XML IDEA XML File -- Filing Summary XML 110K
104: XML.R1 Document and Entity Information XML 163K
44: XML.R2 Consolidated Balance Sheets XML 337K
67: XML.R3 Consolidated Balance Sheets (Parenthetical) XML 113K
55: XML.R4 Consolidated Statements of Operations XML 243K
52: XML.R5 Consolidated Statements of Comprehensive Loss XML 124K
15: XML.R6 Condensed Consolidated Statements of Cash Flows XML 230K
62: XML.R7 Consolidated Statement of Changes in Equity XML 303K
14: XML.R8 General XML 46K
33: XML.R9 Ownership Interests in and Advances to Partner XML 118K
Companies and Funds
50: XML.R10 Acquisitions of Ownership Interests in Partner XML 58K
Companies and Funds
41: XML.R11 Fair Value Measurements XML 205K
35: XML.R12 Convertible Debentures and Credit Arrangements XML 90K
86: XML.R13 Stock-Based Compensation XML 91K
43: XML.R14 Income Taxes XML 45K
98: XML.R15 Net Loss Per Share XML 111K
64: XML.R16 Operating Segments XML 283K
63: XML.R17 Commitments and Contingencies XML 57K
66: XML.R18 Ownership Interests in and Advances to Partner XML 115K
Companies and Funds (Tables)
30: XML.R19 Fair Value Measurements (Tables) XML 190K
59: XML.R20 Convertible Debentures and Credit Arrangements XML 64K
(Tables)
78: XML.R21 Stock-Based Compensation (Tables) XML 70K
82: XML.R22 Net Loss Per Share (Tables) XML 99K
88: XML.R23 Operating Segments (Tables) XML 278K
49: XML.R24 Carrying Value of Ownership Interests in and XML 215K
Advances to Partner Companies and Private Equity
Funds (Detail)
25: XML.R25 Results of Operations of PixelOptics (Detail) XML 101K
92: XML.R26 Ownership Interests in and Advances to Partner XML 239K
Companies and Funds - Additional Information
(Detail)
65: XML.R27 Acquisitions of Ownership Interests in Partner XML 396K
Companies and Funds - Additional Information
(Detail)
93: XML.R28 Carrying Value and Fair Value of Certain Financial XML 1.66M
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Detail)
20: XML.R29 Fair Value Measurements - Additional Information XML 196K
(Detail)
76: XML.R30 Convertible Debentures and Credit Arrangements - XML 198K
Convertible Senior Debentures due 2024 -
Additional Information (Detail)
73: XML.R31 Convertible Debentures and Credit Arrangements - XML 88K
Convertible Senior Debentures due 2014 -
Additional Information (Detail)
24: XML.R32 Convertible Debentures and Credit Arrangements - XML 136K
Credit Arrangements - Additional Information
(Detail)
96: XML.R33 Convertible Debentures and Credit Arrangements - XML 406K
Convertible Senior Debentures due 2018 -
Additional Information (Detail)
22: XML.R34 Carrying Values of Convertible Senior Debentures XML 185K
(Detail)
100: XML.R35 Stock-Based Compensation Expense (Detail) XML 136K
90: XML.R36 Stock-Based Compensation - Additional Information XML 851K
(Detail)
85: XML.R37 Income Taxes - Additional Information (Detail) XML 78K
87: XML.R38 Calculations of Net Loss Per Share (Detail) XML 180K
54: XML.R39 Net Loss Per Share - Additional Information XML 343K
(Detail)
39: XML.R40 Operating Segments - Additional Information XML 129K
(Detail)
102: XML.R41 Active Partner Companies by Segment (Detail) XML 424K
72: XML.R42 Active Partner Companies by Segment XML 65K
(Parenthetical) (Detail)
91: XML.R43 Segment Data from Operations (Detail) XML 699K
23: XML.R44 Commitments and Contingencies - Additional XML 572K
Information (Detail)
53: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.49M
9: EX-101.INS XBRL Instance -- sfe-20130630 XML 2.04M
11: EX-101.CAL XBRL Calculations -- sfe-20130630_cal XML 100K
12: EX-101.DEF XBRL Definitions -- sfe-20130630_def XML 738K
13: EX-101.LAB XBRL Labels -- sfe-20130630_lab XML 882K
10: EX-101.PRE XBRL Presentations -- sfe-20130630_pre XML 820K
8: EX-101.SCH XBRL Schema -- sfe-20130630 XSD 157K
37: ZIP XBRL Zipped Folder -- 0001564590-13-000122-xbrl Zip 126K
Exhibit 10.2
Key Employee Compensation Recoupment Policy
The Board of Directors (the “Board”) of Safeguard Scientifics, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt a Recoupment Policy (the “Policy”) with respect to Equity Grants and Cash Incentive Awards (both as hereinafter defined) made or to be made to Key Employees (as hereinafter defined). This Policy is effective April 4, 2013.
For purposes hereof the following terms shall be defined as follows:
The term “Cash Incentive Awards” shall mean: a) any cash amounts awarded pursuant to the Company’s Management Incentive Plan or any successor annual bonus award program (“MIP”), or b) any other cash amounts awarded in the nature of a bonus, including, in either instance, any such amounts withheld for the payment of taxes, etc.
The term “Equity Grants” shall mean any stock grant, SAR, stock option, RSU, RSA or any other equity, equity-measured or equity-settled instrument issued by the Company directly to an employee of the Company whether issued pursuant to a formal equity incentive plan or otherwise. Such term shall not include any security of the Company purchased from the Company in a public offering or pursuant to a negotiated agreement between the Company, as the issuer, and the Key Employee. The term Equity Grant shall include any shares of Company common stock obtained by the Key Employee upon the exercise of a stock option; provided that, for purposes of this policy, the amount subject to reimbursement or forfeiture to the Company shall not include any consideration tendered by the Key Employee in connection with the stock option exercise.
The term “Key Employee(s)” shall mean 1) the named executive officers in the Company’s proxy statements from time to time, 2) other employees of the Company who hold the title of Vice President or above; and 3) the controller and assistant controller of the Company. Whether a person is a Key Employee shall be determined as of: 1) the date of issuance/payment of a particular Cash Incentive Award or Equity Grant; 2) the date of the infraction causing the Company to seek a recoupment hereunder; and/or 3) the date recoupment is demanded, in the discretion of the Compensation Committee.
The terms and conditions of any Company MIP and/or equity incentive plan or employment agreement under which Cash Incentive Awards and/or Equity Grants may have been made or may be made by the Company to a Key Employee, as well as any certificate of grant or any option certificate, or issuance in connection with any such Cash Incentive Award or Equity Grant, shall be deemed to incorporate this Policy. Any Cash Incentive Award or Equity Grant made after the effective date hereof shall be deemed to be made subject to the condition that the Company’s rights of recoupment set forth in this Policy apply to any and all Cash Incentive Awards and Equity Grants made to the particular Key Employee whenever made.
Administration: Other than as set forth herein, the Policy will be administered and enforced on behalf of the Company by the Compensation Committee of the Board (the “Compensation Committee”). The Compensation Committee shall have sole and express discretionary authority to interpret and administer this Policy and to make all determinations with respect to the Policy in its sole discretion. All determinations of the Compensation Committee shall be final and binding on all Key Employees and other persons.
Recoupment: The Compensation Committee may require that any Key Employee forfeit or reimburse to the Company, all or part of an amount equal to the gross amount of any Cash Incentive Award awarded and/or paid to such Key Employee within three (3) years of a Triggering Event (as defined below).
The Compensation Committee may require that any Key Employee forfeit back to the Company all or part of any Equity Grant (whether vested or not) made to the Key Employee within three (3) years of a Triggering Event. In the event that the Key Employee has disposed of (or settled for cash in the case of an SAR, etc.) any such Equity Grant, the Committee may cause the Key Employee to deliver to the Company, in cash, a) an amount equal to any gain realized by the Key Employee related to such Equity Grant whether such gain was realized upon receipt of the grant or at a later date, including, but not limited to, the date of disposal; and b) the fair value of any such disposed Equity Grant (measured as of the date the Key Employee actually makes the required remittance back to the Company), the disposal of which occurred as a gift or otherwise without any consideration flowing to the Key Employee.
The term “Triggering Event” shall mean one or more of the following, as determined by the Board of Directors or the Compensation Committee, in its/their sole discretion:
1) It is determined a) that the Key Employee engaged in any fraud, misconduct, gross negligence or any ethical misconduct which ultimately resulted in a financial restatement by the Company, or any material adverse impact on the Company, and b) that the Key Employee received any Cash Incentive Award or Equity Grant from the Company, the payment/issuance of which was based in whole or in part on such actions of the Key Employee; or
2) It is determined that the Company’s financial statements or any other metric utilized, by the Compensation Committee to establish, in whole or in part, a Cash Incentive Award or Equity Grant made to the Key Employee, were inaccurate due, in whole or in part, to the fraud, misconduct, gross negligence or ethical misconduct of the Key Employee.
In the event that the Compensation Committee determines that a Key Employee should reimburse the Company for a payment, the reimbursement shall be made in such amount, in such form and at such time as determined by the Compensation Committee. Without limiting the foregoing, and subject to applicable law, the Company shall have the right to withhold any such reimbursement amount from any compensation otherwise payable to the Key Employee.
General Rights: This Policy shall not limit the rights of the Company to take any other actions or pursue other remedies that the Company may deem appropriate under the circumstances and under applicable law. This Policy may be amended from time to time by the Board. The exercise by the Company of its right under this Policy shall not be mandatory and the Company may choose to exercise its rights in a fashion it deems appropriate based on the specific circumstances of a given situation. No failure on the part of the Company to act in any particular instance or within any particular time frame shall prejudice its rights hereunder.
This Policy shall not be deemed to affect or limit the Company’s obligations under any applicable law or regulation, including, but not limited to, the Sarbanes Oxley Act of 2002.
Adopted by the Board of Directors: July 23, 2013
2
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 7/26/13 | |||
| 7/23/13 | ||||
| For Period end: | 6/30/13 | 10-Q/A | ||
| 4/4/13 | ||||
| List all Filings | ||||