Securities registered pursuant to section 12(g) of the Act: None

EXPLANATORY NOTE

Chuy's Holdings, Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend our Annual Report on Form 10-K for the year ended December 27, 2015,2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 10, 201611, 2021 (the “Original Form 10-K”), to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to provide the information required in Part III of Form 10-K because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Form 10-K.

Pursuant to the rules of the SEC, Part IV, Item 15 has also been amended to contain the currently dated certifications from the Company’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of the Company’s principal executive officer and principal financial officer are attached to this Amendment No. 1 as Exhibits 31.1 and 31.2. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, we are not including the certificate required under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form 10-K/A.

This Amendment No. 1 does not amend any other information set forth in the Original Form 10-K, and we have not updated disclosures included therein to reflect any subsequent events. This Amendment No. 1 should be read in conjunction with the Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K.

PART III

The following table sets forth certain information about our directors and executive officers and directors as of December 27, 2015:

Our board of directors currently consists of sevensix members, four of whom are non-employee directors. All of our directors have been elected by our stockholders subsequent to the Company's IPO at our annual meetings of stockholders.

Our board of directors will review at least annually the independence of each director. During these reviews, the board will consider transactions and relationships between each director (and his or her immediate family and affiliates) and our companyCompany and its management to determine whether any such transactions or relationships are inconsistent with a determination that the director is independent. This review will be based primarily on responses of the directors to questions in a directors’ and officers’ questionnaire regarding employment, business, familial,family, compensation and other relationships with the Company and our management. Our board of directors has determined that each of Ira Zecher, Starlette Johnson, Saed Mohseni and Doug SchmickRandall DeWitt are independent within the meaning of the Nasdaq Marketplace Rules. As required by the Nasdaq Global Select Market, a majority of our directors are independent and our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

We believe that good corporate governance is important to ensure that, as a public company, we will be managed for the long-term benefit of our stockholders. We and our board of directors have been reviewingreviewed the corporate governance policies and practices of other public companies, as well as those suggested by various authorities in corporate governance. We have also considered the provisions of the Sarbanes-Oxley Act and the rules of the SEC and the Nasdaq Global Select Market.

Based on this review, we have established and adopted charters for the audit committee, compensation committee and nominating and corporate governance committee, as well asand have adopted corporate governance guidelines, a code of business conduct and ethics applicable to all of our directors, officers and employees.employees and an insider trading policy.

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors.

Our audit committee is a standing committee of our board of directors. The functions of our audit committee include:

Our compensation committee is a standing committee of our board of directors. The compensation committee’s functions include:

Our nominating and corporate governance committee is a standing committee of our board of directors. Our board of directors has adopted a written charter under which the nominating and corporate governance committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and the Nasdaq Global Select Market, is available on our website at www.chuys.com. The functions of our nominating and corporate governance committee include:

Our nominating and corporate governance committee consists of Starlette Johnson, Randall DeWitt and Doug Schmick,Saed Mohseni, with Starlette Johnson serving as the committee chairman. All members of our nominating and corporate governance committee are independent as defined by the Nasdaq Marketplace rules.

Our board of directors has adopted a written charter under which theThe nominating and corporate governance committee will operate. A copyhas the sole authority to retain and terminate any search firm to assist in the identification of the charter, which satisfies the applicable standards of the SECdirector candidates and the Nasdaq Global Select Market, is available on our website.sole authority to set the fees and other retention terms of such search firms. The committee may also retain independent counsel and other independent advisors to assist it in carrying out its responsibilities.

Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions ("(“covered persons"persons”). A current copy of the code is posted on our website, which is located at www.chuys.com. Any amendments to or waivers from a provision of our code of conduct and ethics that applies to our covered persons and that relates to the elements of Item 406(b) of Regulation S-K will be disclosed on our website promptly following the date of such amendment or waiver.

Michael Young and John Zapp serveSteve Hislop serves as Non-Executive Co-Chairmenchairman of our board of directors. We support separating the positions ofdirectors, President and Chief Executive Officer and Chairmen to allow our Chief Executive Officer to focus on our day-to-day business, while allowing the Co-Chairmen to lead our board of directors in its fundamental role of providing advice to, and oversight of, management. Our board of directors recognizes the time, effort and energyOfficer. We believe that the Chief Executive Officer is required to devoteCompany and its shareholders are best served by having Mr. Hislop serve in both positions because of his knowledge of the Company’s operations, our unique culture and industry, in which we are competing. This leadership structure strengthens the communication link between the operating organization and the board. It also fosters a collaborative environment that supports effective decision-making around key topics such as strategic objectives, long-term planning and enterprise risk management.

Since Mr. Hislop serves as chairman of the board in addition to his position in the current business environment,roles as well as the commitment required to serve as one of our Co-Chairmen, particularly as our board of directors’ oversight responsibilities continue to grow. Our board of directors also believes that this structure ensures a greater role for the non-management directors in the oversight of our company and establishing priorities and procedures for the work of our board of directors.

The role of directors believes that having separate positions and having non-employeeour lead independent director is to, among other things, preside at executive sessions of independent directors, serve as Co-Chairmena liaison between the independent directors and the chairman, approve board meeting agendas and the information sent to the board, approve meeting schedules to assure that there is the appropriate leadership structuresufficient time for us at this timediscussion of all agenda items, call meetings of independent directors and, demonstrates our commitment to good corporate governance.if requested by major shareholders, ensure that he or she is available for consultation and direct communication.

Risk is inherent with every business and we face a number of risks as outlined in Item 1a.1A. “Risk Factors” included in the Company's Original Form 10-K. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through our audit committee, is responsible for overseeing our management and operations, including overseeing its risk assessment and risk management functions. Our board of directors has delegated responsibility for reviewing our policies with respect to risk assessment and risk management to our audit committee through its charter. Our board of directors has determined that this oversight responsibility can be most efficiently performed by our audit committee as part of its overall responsibility for providing independent, objective oversight with respect to our accounting and financial reporting functions, internal and external audit functions and systems of internal controls over financial reporting and legal, ethical and regulatory compliance. Our audit committee will regularly report to our board of directors with respect to its oversight of these areas.

This compensation discussion and analysis provides an overview of our executive compensation program, together with a description of the material factors underlying the decisions that resulted in the compensation provided to our chief executive officerChief Executive Officer and Chief Financial Officer and our two other highest paid executive officers during fiscal year 20152020 (collectively, the “named executive officers”), as presented in. During fiscal year 2020, there were only four executive officers of the tables which follow this discussion.Company. This compensation discussion and analysis contains statements regarding our performance targets and goals. These targets and goals are disclosed in the limited context of our compensation program and should not be understood to be statements of management’s expectations or estimates of financial results or other guidance. We specifically caution investors not to apply these statements to other contexts.

The objective of our compensation policy is to provide a total compensation package to each named executive officer that will enable us to:

Overall, our compensation program is designed to reward both individual and company performance. A significant portion of each of our named executive officers’ annual compensation is comprised of discretionary and performance-based bonuses.compensation. We also intend to continue to use long-term incentive awards to reward long-term company and individual performance and to promote retention through delayed vesting of awards.

Our compensation committee, which is comprised exclusively of independent directors, oversees our executive compensation program and is responsible for approving or recommending to the board the nature and amount of the compensation paid to, and any employment and related agreements entered into with, our named executive officers. The committee also administers our equity compensation plans and awards. Additionally, we are subject to Section 162(m) of the Internal Revenue Code (the “Code”), and the members of our compensation committee qualify as outside directors under Section 162(m) of the Code to enable us to maintain the deductibility of compensation we pay.

At the first meeting of each new fiscal year, our compensation committee sets annual base salaries, determines the payout for the Company's short-term incentive program and the amount of any discretionary and performance-based bonuses for the prior year, and sets performance criteria for our performance-based bonusesshort-term incentive program for the following year.year and determines the amount of equity based incentive compensation to grant to our named executive officers. In making these compensation decisions, our compensation committee considers the recommendations of our chief executive officer,Chief Executive Officer, particularly with respect to salary adjustments, discretionary and performance-based bonusshort-term incentive program targets and awards, amount of discretionary bonuses and equity incentive awards of our other named executive officers. Our compensation committee meets with our chief executive officerChief Executive Officer at least annually to discuss and review his recommendations for compensation of our executive officers, excluding himself. When making individual compensation decisions for our named executive officers, the compensation committee takes many factors into account, including the officer’s experience, responsibilities, management abilities and job performance, our performance as a whole, current market conditions and competitive pay levels for similar positions at comparable companies. These factors are considered by the compensation committee in a subjective manner without any specific formula or weighting.

During its annual review process, our compensation committee has set compensation for each named executive officer at a level we believeit believes is appropriate considering each named executive officer’s annual review, level of responsibility, the awards and compensation paid to the named executive officer in past years and progress toward or attainment of previously set personal and corporate goals and objectives, including attainment of financial performance goals and such other factors as the compensation committee has deemed appropriate and in our best interests and the best interests of our stockholders. The compensation committee has given different weight at different times to different factors for each named executive officer. Our performance criteria are discussed more fully below under the heading “—Bonus Compensation—Performance-Based Bonus.Short-Term Incentive Program.” Other than with respect to our performance-based bonuses,short-term incentive program, the compensation committee has not relied on predetermined formulas or a limited set of criteria when it evaluates the performance of our named executive officers.

The charter of the compensation committee authorizes the committee to engage independent consultants at any time at the expense of the Company. The compensation committee retained Mercer as its independent compensation consultant ("Consultant") in 2015 to advise the committee on executive and director compensation. The Consultantfor 2020. Mercer reported directly to the compensation committee and performedperforms no other work for the company.Company. The compensation committee assessed the independence of the ConsultantMercer and concluded that its work did not raise any conflict of interest with the company. This ConsultantCompany. Mercer was engaged to:

Our compensation program for named executive officers consists of the following elements of compensation, each described in greater depth below:

We currently have employment agreements in place with each of our named executive officers. See Item 11. “Executive Compensation—Employment“Employment Agreements” for additional information regarding our executive officer’s employment agreements. These employment agreements contain clawback provisions, which provide for the recovery of any incentive-based compensation or other compensation paid to the executive officer as required by law, government regulation or stock exchange listing requirement.

Base Salary

We pay base salaries to attract, recruit and retain qualified employees. Our compensation committee reviews and sets base salaries of our named executive officers annually. These salary levels are and will continue to be set based on the named executive officer’s experience and performance with previous employers and negotiations with individual named executive officers. The compensation committee may increase base salaries each year based on its subjective assessment of our company’s and the individual executive officer’s performance and each named executive officer’s experience, length of service and changes in responsibilities. The weight given to such factors by the compensation committee may vary from one named executive officer to another.

In line with our strategy of rewarding performance, our executive compensation program includes performance-based bonuses toa short-term incentive program that our named executive officers participate in. Awards under our cash bonus plan, which complies with Section 162(m) of the Code.short-term incentive program are made under our Senior Management Incentive Plan. Our compensation committee establishes annual target performance-based bonusespayouts for each named executive officer during the first quarter of the year.year based on the Company's target adjusted EBITDA.

The target and maximum performance-based bonusesaward amounts have been set at levels our compensation committee believes will provide a meaningful incentive to achieve company and individual goals and contribute to our financial performance. In 2015,2020, the target and maximum performance-based bonusaward amounts were set at 50% and 100%, respectively, of annual base salary for our Chief Executive

This performance bonusThe short-term incentive program payment is determined based primarily on the extent to which we achieve our budget Company Adjusted EBITDA goal. Company Adjusted EBITDA is our earnings before interest, taxes, depreciation and amortization plus any loss on sales of asset (less any gain on a sale of assets);and excludes stock-based compensation;compensation and certain non-cash, closed restaurant costs and other adjustments. For each 1.0% that actual Company Adjusted EBITDA is above or below budget Company Adjusted EBITDA, the percentage of the target they receive will increase by 10% or decrease by 20%10%, respectively, of the Company Adjusted EBITDA portion of their target bonus.award. For example, if actual Company Adjusted EBITDA is 1% above budget Company Adjusted EBITDA, the named executive officers will receive 1.1 times their target bonus.award. The maximum a named executive officer may receive for Company Adjusted EBITDA performance is 2.0 times their target bonus.award. We use our Company Adjusted EBITDA, together with financial measures prepared in accordance with GAAP, such as revenue, net income and cash flows from operations, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. We also use our Company Adjusted EBITDA internally to evaluate the performance of our personnel and also as a benchmark to evaluate our operating performance or compare our performance to that of our competitors. The use of our Company Adjusted EBITDA as a performance measure permits a comparative assessment of our operating performance relative to our performance based on our GAAP results, while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies.

Target, maximum and actual performance-based bonusesshort-term incentive payouts for 20152020 for each of the named executive officers are shown in the table above and the actual payouts are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

The compensation committee retains discretion to grant bonus compensation to the named executive officers and other employees of the Company for their contributions to the Company’s performance. Historically, each of our named executive officers has received a $1,000 holiday bonus each December. TheAdditionally, as a result of the extraordinary achievements and personal dedication of senior management during the COVID-19 pandemic, the compensation committee approved discretionary bonuses awarded to ourthe named executive officers in 2015officers. See "—2020 Financial Performance & COVID-19 Response" for additional information. These bonuses are set forth in the "Bonus" column of the Summary Compensation Table.

We pay equity-based compensation to our named executive officers because it links our long-term results achieved for our stockholders and the rewards provided to named executive officers, thereby ensuring that such officers have a continuing stake in our long-term success.

Historically, we have granted equity awardsrestricted stock units and stock options to our named executive officers in conjunction with significant transactions and in conjunctionconnection with a named executive officer’s initial hire or promotion to an executive position.promotion. Additionally, we have granted equity awardsrestricted stock units and stock options to our named executive officers annually to further align the interests of our executives with those of our stockholders. For information regarding the number and grant date fair value of restricted stock units granted to our named executive officers during fiscal year 2020, see "—Grants of Plan Based Awards” below.

We have provided this equity compensation to reward performance as well as to promote retention through delayed vesting. However, we believe that by weighting total compensation in favor of discretionary and performance-based bonuses,compensation, we have appropriately rewarded individual achievement while at the same time providing incentives to promote company performance. In addition to stock optionsCompany performance and deferred shares (referred to herein as restricted stock units), the 2012at times have rewarded extraordinary achievements and dedication with discretionary bonuses. The 2020 Omnibus Equity Incentive Plan (the "2012"2020 Plan") provides for the issuance of restricted stock units, stock options, share appreciation rights, restricted shares, performance shares and other share based awards. In the future, we may consider granting other forms of equity to our named executive officers. For additional information regarding our 20122020 Plan, see Item 11. "Executive Compensation—2012below under the heading "—2020 Omnibus Equity Incentive Plan.”

We adopted the 2012 Plan as insufficient shares were available under the 2006 Stock Option Plan (the “2006 Plan”), which was adopted in November 2006, in order to provide an incentive to employees selected by the board of directors for participation. In connection with the adoption of the 2012 Plan, we terminated the 2006 Plan, and no further awards will be granted under the 2006 Plan. The termination of the 2006 Plan will not affect awards outstanding under the 2006 Plan at the time of its termination and the terms of the 2006 Plan will continue to govern outstanding awards granted under the 2006 Plan.

We currently have employment agreements in place with alleach of our named executive officers that provide termination or severance and change in control benefits. We agreed to pay termination or severance benefits in the event of an executive’s termination by us without cause or by the executive for good reason as a retention incentive. We believe this level of severance benefit provides our executives with the assurance of security if their employment is terminated for reasons beyond their control. Additionally, in the event a named executive officer’s employment is terminated due to death, disability or without cause or for good reason on or within 24 months of a change in control, the named executive officer’s unvested equity awards will vest immediately. For additional information on the severance and change in control benefits provided under the employment agreements with our executive officers see “—Employment Agreements.”

The amount each named executive would be entitled to receive in the event of a termination is reported below under the heading “—Potential Payments upon Termination or Change in Control.”

In 2015,2020, the aggregate incremental cost to us of the perquisites received by each of the named executive officers did not exceed $10,000 and, accordingly, this benefit is not included in the Summary Compensation Table below. We provide the named executive officers with complimentary dining privileges at our restaurants. We view complimentary dining privileges as a meaningful benefit to our named executive officers as it is important for named executive officers to experience our products and services in order to better perform their duties for us.

We provide a limited number of personal benefits to our named executive officers. Our named executive officers participate in our health and benefit plans, and are entitled to vacation and paid time off based on our general vacation policies.

We have entered into employment agreements with each of Messrs. Hislop, Howie, Mountford and Howie and Mrs. Russell.Hatcher. The employment agreements do not provide forhave a fixed terms.term.

The employment agreements provide that Messrs. Hislop, Howie, Mountford and Howie and Mrs. Russell,Hatcher will receive an annual base salary of at least $366,608, $250,000$649,750, $400,000, $207,500 and $167,094,$220,000, respectively. Mr.Messrs. Hislop, Howie and Mr. HowieMountford are each eligible pursuant to their employment agreements to receive a target annual bonusshort-term incentive program payout of 50% of their annual base salary, based upon the achievement of goals andperformance objectives determined by our compensation committee with a minimum and maximum bonuspayout of 0% and 100% of their annual base salary, respectively. Mrs. Russellsalary. Mr. Hatcher is eligible pursuant to his employment agreement to receive a target annual bonuspayout of 30% of herhis annual base salary, based upon the achievement of goals andperformance objectives determined by our compensation committee with a minimum and maximum bonuspayout of 0% and 60% of herhis annual base salary. Additionally, Messrs. Hislop, Howie, Mountford and Hatcher are eligible pursuant to their employment agreements to receive a targeted annual equity award equal to 50% of their base salary, respectively.as determined and authorized from time to time by the compensation committee and subject to the terms and conditions of the Company's equity incentive plan and any award agreements governing the grant of equity awards. The employment agreements also provide that each executive will be eligible to participate in our employee plans, including 401(k), medical and dentalany health, disability or group life insurance plans or any retirement or non-qualified deferred compensation plans that are generally made available to our other senior executives generally.and will be entitled to four weeks paid vacation per calendar year to be taken in accordance with our vacation policy.

Each employment agreement provides for severance benefits if the executive’s employment is terminated without cause (as defined in the employment agreement)agreements) or by the executive for good reason (as defined in the employment agreements), subject to the executive’s compliance with certain assignment of invention, confidentiality, non-compete, non-solicitation and non-disparagement obligations and the execution of a general release of claims. In the event Mr. Hislop’s employment is terminated without cause or by him for good reason, he is entitled to continue to receive his base salary for two years following the termination of his employment.employment and an amount equal to his target short-term incentive program payout for the year his employment was terminated. In the event Mr.the employment of Messrs. Howie, or Mrs. RussellMountford and Hatcher is terminated without cause or by the executive for good reason, each is entitled to continue to receive one year’s base salary

U.S. federal income taxSection 162(m) of the Internal Revenue Code (the "Code") generally limits the tax deductibility of compensation we pay to our executive officers to $1.0 million in the year the compensation becomes taxable to the executive officers. There isHistorically, there was an exception to the limit on deductibility for performance-based compensation"performance-based compensation" that meets certain requirements.requirements under Section 162(m) of the Code, but this exception has generally been repealed, effective for taxable years beginning after December 31, 2017. Although our compensation committee considers deductibility ofin setting the compensation is preferred, tax deductibility is not a primary objective of our executive officers, our compensation programs. Rather, we seek to maintaincommittee maintains flexibility in how we compensate our executive officers so as to meet a broader set of corporate and strategic goals and the needs of stockholders, and as such, we may be limited in our ability to deduct amountsthe full amount of compensation from time to time. such compensation.

Accounting rules require us to expense the cost of our stock option and restricted stock unit awards. Because of option and restricted stock unit expensing and the impact of dilution on our stockholders, we pay close attention to, among other factors, the type of equity awards we grant and the number and value of the shares underlying such awards.

Prior toThe 2020 Omnibus Incentive Plan ("2020 Plan") was approved by the completionCompany's stockholders at our 2020 annual meeting of our IPO,stockholders on July 30, 2020. As of December 27, 2020 we adoptedhad a total of 1,113,780 shares of common stock reserved and available for future issuance under the 20122020 Plan.

The principal purposes of the 20122020 Plan are to: (a) encourage profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) to provide additional incentivesgive participants an incentive for excellence in individual performance; (c) to our management,promote teamwork among participants; and (d) to give the Company a significant advantage in attracting and retaining key employees, directors, independent contractors and consultants, to strengthen their commitment, motivate them to faithfully and diligently perform their responsibilities and to attract and retain competent and dedicated persons whose contributions are essential to the success of our business and whose efforts will impact our long-term growth and profitability.consultants. To accomplish such purposes, the 20122020 Plan provides forthat the issuance ofCompany may grant options, stock options, share appreciation rights, restricted shares, restricted stock units, performanceperformance-based awards (including performance-based restricted shares and restricted stock units), other share-based awards, whichother cash-based awards, or any combination of the foregoing. When considering new grants of share-based or option-based awards, we referintend to as plan awards.

The 20122020 Plan iswill be administered by our compensation committee. The compensation committee (the "Plan Administrator").has the power to determine the terms of the awards granted under the 2020 Plan, including the exercise price and the exercisability of the awards. The Plan Administrator may construecompensation committee also has full power to determine the persons to whom and interpret the 2012 Plantime or times at which awards will be made and may adopt, alter and repeal rules andto make all other determinations necessaryand take all other actions advisable for the administration of the 2020 Plan.

Each grant of an award under the 2020 Plan will be evidenced by an award agreement or desirable to administer the 2012 Plan.

We may issue stock options underThe 2020 Plan replaced the 2012 Plan. All stock options granted under the Omnibus Equity Incentive Plan ("2012 Plan are intended to be non-qualified stock optionsPlan") and are not intended to qualify as incentive stock options within the meaning of Section 422 of the Code. The option exercise price of all stock options granted under the 2012 Plan will be determined by the Plan Administrator, but in no event will the exercise price be less than 100% of the fair market value of the common stock on the date of grant. The term of all stock options granted under the 2012 Plan will be determined by the Plan Administrator, but may not exceed ten years from the date of grant. Each stock option will be exercisable at such time and subject to such terms and conditions as determined by the Plan Administrator in the applicable stock option agreement. Other than equitable adjustments made in connection to a change in capitalization, under no circumstances will an exercise price be reduced following the date of the grant of an option, nor will an option be cancelled in exchange for a replacement option with a lower exercise price without stockholder approval.

In connection with the adoption of the 2012 Plan the board of directors terminated the 2006 Stock Option Plan (the "2006 Plan") effective as of July 27, 2012, and no further awards may be granted under the 2006 Plan after such date. However, the termination of the 2006 Plan did not affect awards outstanding under the 2006 Plan at the time of its termination and the terms of the 2006 Plan continue to govern outstanding awards granted under the 2006 Plan. The options granted under the 2006 Plan expire 10 years after the date of grant. Subject to the grantee’s continued employment with us, allThe outstanding options granted under the plan generally vest2006 Plan were fully vested as of December 27, 2020.

Our audit committee reviews certain financial transactions, arrangements and relationships between us and any of the following related parties to determine whether any such transaction, arrangement or relationship is a related party transaction:

The audit committee reviews each such transaction, arrangement or relationship to determine whether a related party has, has had or expects to have a direct or indirect material interest. Following its review, the audit committee will take such action as it deems necessary and appropriate under the circumstances, including approving, disapproving, ratifying, cancellingcanceling or recommending to management how to proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement or relationship with us. Any member of the audit committee who is a related party with respect to a transaction under review will not be permitted to participate in the discussions or evaluations of the transaction; however, the audit committee member will provide all material information concerning the transaction to the audit committee. The audit committee will report its action with respect to any related party transaction to the board of directors.

RSM US LLP served as the Company’s independent registered public accounting firm in 20152020 and 2014.2019. The following sets forth fees billed by RSM for the audit of our annual financial statements and other services rendered:

Pursuant to the charter of the audit committee, the audit committee is responsible for the oversight of our accounting, reporting and financial practices. The audit committee has the responsibility to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors; pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to us by our external auditors; and establish the fees and other compensation to be paid to our external auditors.

The audit committee has adopted a policy to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm. All audit and non-audit services for 20152020 and 20142019 were pre-approved by the audit committee.

PART IV