9 unchanged sentences
Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Exchange Act and includes those policies and procedures that:
−Removed: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
All internal controls, no matter how well designed, have inherent limitations.
38 unchanged sentences
Table excludes unvested restricted stock awards of 677,700 from the 2000 Plan.
+Added: The Director Fee Plan was canceled by the Board in February 2023 and unreserved the remaining 130,763 shares.
Stock Appreciation Rights Plan (“SAR”) provides that directors, executive officers or holders of 10% or more of our Common Stock have an accompanying SAR with respect to each exercisable option.
1 unchanged sentence
Inducement grant to Michael Tidwell of 25,000 non-qualified stock options with 12,500 remaining unexercised.
−Removed: Table excludes 25,000 unvested 2019 restricted stock inducement grant to Michael Tidwell.
+Added: Table excludes 12,500 unvested remaining 2019 restricted stock inducement grant to Michael Tidwell.
Certain Relationships and Related Transactions , and Director Independence
8 unchanged sentences
See Exhibit 10.5.
−Removed: Data I/O Corporation Tax Deferral Retirement Plan and Trust with Great West Financial (formerly Orchard Trust Company).
+Added: Data I/O Corporation Tax Deferral Retirement Plan and Trust with Empower Retirement (formerly known as Great West Financial (formerly known as Orchard Trust Company).
See Exhibits 10.11, 10.12, 10.13, 10.23, 10.34 and 10.31.
17 unchanged sentences
See Exhibit 10.17.
−Removed: Form of Restricted Stock Agreement.
−Removed: See Exhibit 10.12.
Letter Agreement with Joel S.
1 unchanged sentence
Form of Executive Agreement.
−Removed: See Exhibit 10.26.
+Added: See Exhibit 10.20 and 10.32.
Form of Restricted Stock Unit Award Agreement.
25 unchanged sentences
and, as Exhibit B thereto, the Summary of Rights to Purchase Series A Junior Participating Preferred Stock (Incorporated by reference to Data I/O’s Current Report on Form 8-K filed on March 13, 1998).
−Removed: Description of Data I/O Corporation’s Common Stock.
+Added: Description of Data I/O Corporation’s Common Stock (Incorporated by reference to Data I/O’s 2022 Annual Report on Form 10-K (File No.
Material Contracts:
4 unchanged sentences
Amended and Restated Data I/O Corporation 1996 Director Fee Plan (Incorporated by reference to Exhibit 10.32 of Data I/O’s 1997 Annual Report on Form 10-K (File No.
+Added: (Plan cancelled February 22, 2023.)
Amended and Restated 1982 Employee Stock Purchase Plan dated May 16, 2003 (Incorporated by reference to Data I/O’s 2003 Proxy Statement dated March 31, 2003).
1 unchanged sentence
Form of Option Agreement (Incorporated by reference to Data I/O’s 2004 Annual Report on Form 10-K (File No.
−Removed: Amended and Restated Executive Agreement with Joel S.
−Removed: Hatlen dated December 31, 2011 (Incorporated by reference to Data I/O’s 2011 Annual Report on Form 10K (File No.
Lease, Redmond East Business Campus between Data I/O Corporation and Carr Redmond PLLC dated February 28, 2006 (Incorporated by reference to Data I/O’s 2005 Annual Report on Form 10K (File No.
2 unchanged sentences
Amended and Restated Data I/O Corporation 2000 Stock Compensation Incentive Plan approved May 17, 2011 (Incorporated by reference to Data I/O’s 2011 Proxy Statement filed April 5, 2011).
−Removed: Form of Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.29 of Data I/O’s June 30, 2006 Quarterly Report on Form 10-Q (File No.
−Removed: Patent Purchase Agreement (Incorporated by reference to Data I/O’s Current Report on Form 8-K filed on March 25, 2008)).
−Removed: First Amendment to the Patent Purchase Agreement (Incorporated by reference to Data I/O’s Current Report on Form 8-K filed on March 25, 2008).
−Removed: Great West Financial (formerly Orchard Trust Company) Defined Contribution Prototype Plan and Trust (Incorporated by reference to Data I/O’s 2007 Annual Report on Form 10-K (File No.
−Removed: Great West Financial (formerly Orchard Trust Company) Non-standardized 401(k) Plan (Incorporated by reference to Data I/O’s 2007 Annual Report on Form 10-K (File No.
−Removed: Great West Financial (formerly Orchard Trust Company) Defined Contribution Prototype Plan and Trust Amendment for Pension Protection Act and Heart Act.
+Added: Empower Retirement (formerly known as Great West Financial (formerly known as Orchard Trust Company) Defined Contribution Prototype Plan and Trust (Incorporated by reference to Data I/O’s 2007 Annual Report on Form 10-K (File No.
+Added: Empower Retirement (formerly known as Great West Financial (formerly known as Orchard Trust Company) Non-standardized 401(k) Plan (Incorporated by reference to Data I/O’s 2007 Annual Report on Form 10-K (File No.
+Added: Empower Retirement (formerly known as Great West Financial (formerly known as Orchard Trust Company) Defined Contribution Prototype Plan and Trust Amendment for Pension Protection Act and Heart Act.
(Incorporated by reference to Data I/O’s 2009 Annual Report on Form 10-K (File No.
1 unchanged sentence
(Incorporated by reference to Data I/O’s 2010 Annual Report on Form 10-K (File No.
−Removed: Executive Agreement with Anthony Ambrose dated October 25, 2012.
−Removed: (Incorporated by reference to Data I/O’s 2012 Annual Report on Form 10-K (File No.
Letter Agreement with Anthony Ambrose (Incorporated by reference to Data I/O’s Current Report on Form 8-K filed on October 29, 2012).
Amended and Restated Data I/O Corporation 2000 Stock Compensation Incentive Plan approved May 10, 2012 (Incorporated by reference to Data I/O’s 2012 Proxy Statement filed April 3, 2012).
−Removed: Executive Agreement with Rajeev Gulati dated July 25, 2013.
−Removed: (Incorporated by reference to Data I/O’s 2013 Annual Report on Form 10-K (File No.
Letter Agreement with Rajeev Gulati (Incorporated by reference to Data I/O’s Current Report on Form 8-K filed on July 31, 2013).
5 unchanged sentences
Third Amendment to Lease, (Redmond East) between Data I/O Corporation and Arden Realty Limited Partnership, made as of June 1, 2015 (Incorporated by reference to Exhibit 10.29 of Data I/O’s June 30, 2015 Quarterly Report on Form 10-Q (File No.
−Removed: Great West Financial Adoption Agreement #005 Non-standardized 401(k) Plan (Incorporated by reference to Data I/O’s 2015 Annual Report on Form 10-K (File No.
−Removed: Great West Financial Adoption Agreement #005 Non-standardized 401(k) Plan (Incorporated by reference to Data I/O’s 2016 Annual Report on Form 10-K (File No.
+Added: Empower Retirement (formerly known as Great West Financial) Financial Adoption Agreement #005 Non-standardized 401(k) Plan (Incorporated by reference to Data I/O’s 2015 Annual Report on Form 10-K (File No.
+Added: Empower Retirement (formerly known as Great West Financial) Financial Adoption Agreement #005 Non-standardized 401(k) Plan (Incorporated by reference to Data I/O’s 2016 Annual Report on Form 10-K (File No.
Negotiation Protocol for the Purchase of Data I/O’s PSV7000, a supply agreement executed July 20, 2016, between Data I/O Corporation and Bosch Car Multimedia Group (Incorporated by reference to Exhibit 10.31 of Data I/O’s September 30, 2016 Quarterly Report on Form 10-Q (File No.
9 unchanged sentences
Amended and Restated Data I/O Corporation 2000 Stock Compensation Incentive Plan approved May 20, 2021 (Incorporated by reference to Data I/O’s 2021 Proxy Statement dated April 5, 2021).
−Removed: Sixth Amendment to Lease, between Data I/O Corporation and Alco Redmond East, LLC, made as of October 4, 2021.
−Removed: Great West Financial Adoption Agreement #001 Non-standardized 401(k) Plan.
+Added: Sixth Amendment to Lease, between Data I/O Corporation and Alco Redmond East, LLC, made as of October 4, 2021 (Incorporated by reference to Data I/O’s 2021 Annual Report on Form 10-K (File No.
+Added: Empower Retirement (formerly known as Great West Financial) Financial Adoption Agreement #001 Non-standardized 401(k) Plan (Incorporated by reference to Data I/O’s 2021 Annual Report on Form 10-K (File No.
+Added: Form of Executive Agreement (Incorporated by reference to Form 8-K filed on February 6, 2023).
Subsidiaries of the Registrant
22 unchanged sentences
Chief Operating and Financial Officer
−Removed: Vice President Secretary, Treasurer
+Added: Vice President
+Added: Secretary, Treasurer
(Principal Financial and Accounting Officer)
2 unchanged sentences
March 29, 2023
−Removed: March 29, 2022
/s/Cheemin Bo-Linn
4 unchanged sentences
SCHEDULE II – CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
−Removed: (Credited) to
+Added: Charged/ (Credited)
+Added: End of Period
(in thousands)
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.