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