Unassociated Document

If you believe that such disclosure is not required because it would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K or Instruction 2 to Item 402(e)(1) of Regulation S-K, please provide in your response letter a detailed explanation of such conclusion. If you believe you have a sufficient basis to keep the information confidential, disclose in future filings how difficult it would be for the executive or how likely it would be for you to achieve the undisclosed performance goals. Please note that general statements regarding the level of difficulty or ease associated with achieving the goals are not sufficient. In discussing how difficult it will be for an executive or how likely it will be for you to achieve the performance goals, provide as much detail as necessary without providing information that would result in competitive harm. For further guidance, please refer to Question 118.04 in our Regulation S-K Compliance and Disclosure Interpretations.

The Company believes that disclosure of information regarding the specific performance goals, including revenue and gross margin targets, as applicable, underlying cash and stock bonuses paid or payable to its named executive officers upon the attainment of such goals would result in competitive harm to the Company, and thus has omitted such information from the Proxy Statement based upon Instruction 4 to Item 402(b) of Regulation S-K and Instruction 2 to Item 402(e)(1) of Regulation S-K. Each of these Instructions provides in pertinent part that a registrant is not required to disclose target levels with respect to specific quantitative or qualitative performance-related factors considered by the compensation committee, or any other factors or criteria involving confidential commercial or financial information, where disclosure would result in competitive harm to the registrant. As described in the Form 10-K, the market for the Company’s products is rapidly evolving and highly competitive, and the Company expects that competition will continue to increase within its target markets. The Company competes with entities that vary in size from smaller, “start-up” companies to larger, well-capitalized companies, and its larger competitors often have a longer operating history and significantly greater financial, technical and operational resources than the Company. The performance goals established by the compensation committee are based on the Company’s internal financial and operating goals and projections, which are derived from confidential operating budgets and plans of the Company that are not released to the public. The Company could be harmed if its competitors became aware of the performance goals it has established for its executives and the Company, in that the disclosure of these targets could provide competitors with insight as to the views of the Company’s board of directors and compensation committee with respect to the markets in which the Company conducts its business generally, as well as the specific projected financial performance and operating plans of the Company. This confidential information could be used by competitors to the Company’s detriment and result in financial harm to the Company.