Stock Ownership Guidelines for Directors
Haverty Furniture Companies, Inc. (the "Company") Stock Ownership Guidelines are designed to align the interests of directors with those of our shareholders and to reinforce our commitment to sound corporate governance.
These Stock Ownership Guidelines apply to our non-employee directors.
Determination of Guidelines:
Our non-employee directors are required to own 10,000 shares of the Companys stock.
Shares Included for Stock Ownership Guidelines:
Shares that counts towards satisfaction of these Guidelines includes:
- Stock owned outright by the director and his or her immediate family member(s) sharing his or her household:
- Stock and restricted stock issued as part of director compensation;
- Phantom stock units;
- Share or share equivalent units underlying deferred fees paid to directors.
- Shares held in trusts (Due to the possible complexities of trust accounts, request to include shares held in trust must be submitted in writing to the Chairman of the Nominating and Corporate Governance Committee (the "Governance Committee").
Compliance with the Guidelines:
Directors are required to achieve their Stock Ownership Guideline within five years of becoming subject to the Guidelines. Once achieved, ownership of the guideline amount must be maintained for as long as the individual is subject to these Stock Ownership Guidelines.
There may be instances in which these Stock Ownership Guidelines would place a severe hardship on a director or prevent the director from complying with a court order, such as in the case of a divorce settlement. It is expected that these instances will be rare. In those instances, the director must submit a request in writing to the Corporate Secretary describing the circumstances and the extent to which an exemption from these Stock Ownership Guidelines is requested. This request be reviewed by the Chairman of the Governance Committee who may, or may not, grant the request in whole, or in part, at his or her sole discretion. If the Chairman of the Governance Committee grants the request in whole, or in part, the Governance Committee will develop an alternative stock ownership target for the director that reflects both the intent of these Stock Ownership Guidelines and the director's circumstances. Any alternative stock ownership target will be documented in writing to the director.
These Stock Ownership Guidelines are administered by the Corporate Governance Committee. The Chairman of the Governance Committee and the Corporate Secretary will have the sole and absolute discretion to interpret these Stock Ownership Guidelines and establish and modify any administrative rules for the Stock Ownership Guidelines. Any determination he or she makes with respect to these Stock Ownership Guidelines will be final, binding, and conclusive.