OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE ADOPTION OF THE 2015 PLAN AMENDMENT.
Summary of the 2015 Equity Incentive Plan
The following is a general summary of the 2015 Plan, as amended by
the 2015 plan Amendment, and is qualified in its entirety by the
complete text of the 2015 Plan. Stockholders are urged to read the
actual text of the 2015 Plan, as amended, in its entirety which is
set forth as Appendix C to this proxy
statement.
Plan
Administration. The 2015 Plan is administered by the
Compensation Committee of our Board, or such other committee as the
Board may appoint from time to time. The Compensation Committee may
delegate the administration of the 2015 Plan to members of the
Board, officers, or employees of the company, subject to the terms
of the 2015 Plan.
Subject to the terms of the 2015 Plan, the Compensation Committee
has the authority to:
●decide which individuals will
receive awards under the 2015 Plan;
●specify the type of award to be
granted and the terms and conditions upon which an award will be
granted and may be earned (including, when and how an award may be
exercised or earned and the exercise price, if applicable,
associated with each award);
●prescribe any other terms and
conditions (including accelerated vesting or forfeiture provisions)
affecting an award;
●adopt, amend and rescind
rules and regulations relating to the 2015 Plan; and
●make all other decisions necessary
or advisable for the administration and interpretation of the 2015
Plan.
Any decisions of the Compensation Committee regarding the 2015 Plan
shall be final, conclusive and binding on all persons or entities,
including the company and participants.
Eligibility. The
individuals eligible to receive awards under the 2015 Plan are
officers, directors, employees, and consultants who provide
services to us or any “related entity,” which means any subsidiary,
and any business, corporation, partnership, limited liability
company or other entity designated by the Board, in which we or a
subsidiary holds a substantial ownership interest, directly or
indirectly. At this time, there is only one related entity, our
wholly owned subsidiary, InVivo Therapeutics, Inc. However,
only employees of ours (or our subsidiaries) are eligible to
receive incentive stock options, or ISOs. There are approximately
six employees of our company, five non-employee directors of our
company and three consultants to our company who would currently be
eligible to participate in the 2015 Plan. Actual participation and
receipt of an award under the 2015 Plan will be determined by the
Compensation Committee in its sole discretion.
Shares Subject to
the 2015 Plan. If the 2015 Plan Amendment is approved, the
maximum number of shares reserved for issuance under the 2015 Plan
will be increased by 400,000 shares to a total of 432,000 shares
plus (i) the number of shares that remained available for
issuance under the Prior Plan, as of the date that the 2015 Plan
became effective and (ii) the number of shares that were
subject to outstanding awards under the Prior Plan the date the
2015 Plan became effective that become available in the future due
to cancellation, forfeiture or expiration of such outstanding
awards.
Shares under the 2015 Plan may only be reused for new grants if the
shares were subject to an award that was forfeited, expired or
otherwise terminated without issuance of the underlying shares, or
if the award was settled for cash and does not otherwise involve
the issuance of underlying shares.
The closing price of our common stock was $1.63 on June 19,
2020.
Limitations on
Certain Types of Awards. If the 2015 Plan Amendment is
approved, the maximum number of shares that may be delivered under
the 2015 Plan as a result of the exercise of the incentive stock
options is 432,000 shares. In addition, there are individual
participant limitations, including (i) no grant of options
and/or stock appreciation rights of more than 432,000 shares per
participant per fiscal year; (ii) no grant of restricted
stock, restricted stock units, performance shares and/or other
stock-based awards denominated in or valued by reference to a
designated number of