INFORMATION
STATEMENT
(Definitive)
July
20, 2018
GENERAL
INFORMATION
NOTICE
OF STOCKHOLDER ACTION TO BE TAKEN
PURSUANT
TO THE WRITTEN CONSENT OF STOCKHOLDERS
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
July
20, 2018
Dear
MyDx, Inc. Stockholders:
This
Information Statement is furnished to provide notice to stockholders of MyDx, Inc., a Nevada corporation (the “
Company
”),
in connection with approval by our Board of Directors (the “
Board
”) and a majority of the Company’s voting
shares (including our common stock, par value $0.001 (the “
Common Stock
”)) to take the following actions:
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1.
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Grant
discretionary authority to the Board, at any time or times for a period of 12 months after the date of the Written Consent
(as defined below), to adopt an amendment to the Company’s Articles of Incorporation, as amended (the “
Articles
of Incorporation
”), to effect a reverse stock split at a ratio of (i) 1-for-250; (ii) 1-for-500; (iii) 1-for-750;
(iv) 1-for-1000; (v) 1-for-1250; (vi) 1-for-1500; (vii) 1-for-2000; or (viii) 1-for-2500, such ratio to be determined by the
Board, or to determine not to proceed with the reverse stock split (the “
Reverse Split
”);
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2.
|
Authorize
the Board to designate the MyDx, Inc. 2018 Stock Incentive Plan (the “
Plan
” and collectively with the above
described actions, the “
Corporate Actions
”).
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Stockholders
of record at the close of business on July 2, 2018, are entitled to notice of this stockholder action by written consent. Since
the actions have been approved by the holders of the required majority of the outstanding shares of our voting stock, no proxies
were or are being solicited.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the Corporate Actions cannot become effective until twenty
(20) days after the date this Information Statement is mailed to the Company’s stockholders.
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By
order of the Board of Directors
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/s/
Daniel Yazbeck
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By:
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Daniel
Yazbeck
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Its:
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Chief
Executive Officer and Director
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INFORMATION
STATEMENT
pursuant
to section 14 of the
securities
and exchange act of 1934 and
regulation
14C and schedule 14c THEREUNDER
This
Information Statement is circulated to advise the stockholders of action taken without a meeting upon the written consent of the
holders of a majority of the outstanding voting shares of the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This
Information Statement has been filed with the Securities and Exchange Commission (the “
SEC
”) and is being furnished
to the holders of the outstanding shares of Common Stock. The purpose of this Information Statement is to provide notice that
a stockholder (Mr. Yazbeck, our sole officer and the sole member of our Board) holding a majority of the Company’s voting
shares (the “
Majority Shareholder
”), has, by written consent dated July 5, 2018, approved of the Corporate
Actions (the “
Written Consent
”).
This
Information Statement will be mailed on or after July 23, 2018, to those persons who were stockholders of the Company as of the
close of business on July 2, 2018 (the “
Record Date
”). If the Board elects to implement the Reverse Split,
which the Board may choose not to do at its discretion, the Reverse Split will become effective following the approval of the
Financial Industry Regulatory Authority and the filing of an amendment to the Articles of Incorporation with the Secretary of
State of the State of Nevada. The Plan will become effective on or after August 13, 2018 (twenty (20) calendar days after the
mailing of this Information Statement). The Company will pay all costs associated with the distribution of this Information Statement,
including the costs of printing and mailing.
As
the Majority Shareholder has already approved of the Corporate Actions via the Written Consent, the Company is not seeking approval
for the Corporate Actions from any of the Company’s remaining stockholders, and the Company’s remaining stockholders
will not be given an opportunity to vote on the Corporate Actions. All necessary corporate approvals have been obtained, and this
Information Statement is being furnished solely for the purpose of providing advance notice to the Company’s stockholders
of the Corporate Actions as required by the Securities Exchange Act of 1934 (the “
Exchange Act
”).
The
Company’s Board approved the Corporate Actions effective July 5, 2018, and fixed the Record Date as the date for determining
the stockholders entitled to give written consent to the Corporate Actions. As of the Record Date, the Majority Stockholder held
an aggregate of 51 shares of the Company’s Series A Preferred Stock
1
, being equal to 4,006,211,006 total voting
shares and 51% of the total number of voting shares then outstanding. While the Majority Stockholder owns shares of Common Stock,
he only voted using his Series A Preferred Stock votes.
As
of the Record Date, there were 3,849,270,211 shares of Common Stock issued and outstanding, 51 shares of the Company’s Series
A Preferred Stock issued and outstanding (equal to 4,006,211,006 votes), and 107,000 shares of the Company’s Series B Preferred
Stock (one vote per share) equal to 7,855,588,217 total voting shares then outstanding.
1
Each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total
issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote f(the “Numerator”),
divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of
common stock of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of
the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).
CORPORATE
ACTION NO. 1
REVERSE
SPLIT
APPROVAL
OF THE GRANTING OF DISCRETIONARY AUTHORITY TO THE BOARD, AT ANY TIME OR TIMES FOR A PERIOD OF 12 MONTHS AFTER THE DATE OF THE
WRITTEN CONSENT, TO ADOPT AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION, TO EFFECT A REVERSE STOCK SPLIT AT A
RATIO OF UP TO 1 FOR 2,500, SUCH RATIO TO BE DETERMINED BY THE BOARD, OR TO DETERMINE NOT TO PROCEED WITH THE REVERSE STOCK SPLIT
Overview
In
accordance with the Nevada Revised Statutes, the Board approved a resolution to adopt an amendment to the Articles of Incorporation
to effect a reverse stock split of the Common Stock (the “Reverse Split”) at any time or times during the next twelve
(12) months and shall be limited to one of the following fractional Reverse Split ratios (each a “Reverse Ratio”):
(i) 1-for-250 Reverse Split; (ii) 1-for-500 Reverse Split; (iii) 1-for-750 Reverse Split; (iv) 1-for-1,000 Reverse Split; (v)
1-for-1,250 Reverse Split; (vi) 1-for-1,500 Reverse Split; (vii) 1-for-2,000 Reverse Split; or (viii) 1-for-2,500 Reverse Split.
The Board approved the resolution to effect Reverse Split at any time or times during the next twelve (12) months at a specific
Reverse Ratio and declared it advisable and in the Company’s best interests and directed that the approval of the same resolution
be submitted to the holder of a majority of the Company’s voting shares for action by written consent. On July 5, 2018,
the Majority Stockholder approved and ratified the resolution regarding the Reverse Split via the Written Consent.
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM
THE TREATMENT OF FRACTIONAL SHARES, AS EXPLAINED BELOW UNDER THE CAPTION “FRACTIONAL SHARES.”
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE
TO ISSUE TO NEW OR EXISTING STOCKHOLDERS BECAUSE THE NUMBER OF AUTHORIZED SHARES WILL REMAIN THE SAME WHILE THE NUMBER OF SHARES
ISSUED AND OUTSTANDING WILL BE REDUCED.
Reasons
for Reverse Split
The
Board believes that the Company’s outstanding shares may need to be reduced with the goal of (i) creating a capital
structure that better reflects a potentially profitable company, (ii) better matching the number of shares outstanding with
the size of the Company in terms of market capitalization, shareholders’ equity, operations and potential earnings, (iii) better
enabling the Company to raise funds to finance our possible sales and marketing activities and (iv) facilitating higher levels
of institutional stock ownership where investment policies generally prohibit investments in lower-priced securities.
The
Board believes that in order to provide a meaningful level of earnings per share, assuming the Company achieves profitability,
the Reverse Split may provide a share count that is more consistent with the Company’s potential economics. Specifically,
the lower share count may facilitate meaningful levels of per share earnings and better enable our shareholders to identify changes
in operating results as the Company potentially moves towards profitability.
The
Board further believes that an increased stock price may encourage investor interest and improve the marketability of our Common
Stock to a broader range of investors, and thus improve liquidity.
Because
of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal
policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers
from recommending low-priced stocks to their customers. The Board believes that the possible higher market price resulting from
the Reverse Split may, to some extent, reduce the negative effects on the marketability and liquidity of the Common Stock inherent
in some of the policies and practices of institutional investors and brokerage firms described above. Additionally, a higher share
price may give the Company the added flexibility to list its shares on a different stock exchange or quotation service, such as
the Nasdaq National Market, although the Company has no current plans to do so.
The
purpose of a range of exchange ratios (rather than a fixed exchange ratio) is to provide the Company with the flexibility to achieve
the desired results of the Reverse Split. The Board will affect a Reverse Split only upon the Board’s determination that
a Reverse Split would be in the best interests of the Company at that time. If the Board were to affect a Reverse Split, the Board
would set the timing for such a split and select the specific ratio as set forth herein. No further action on the part of shareholders
will be required to either implement or abandon the Reverse Split. If the Board determines to implement the Reverse Split, we
would communicate to the public, prior to the effective date of the Reverse Split, additional details regarding the Reverse Split,
including the specific ratio the board selects. If the Board does not implement the Reverse Split within 12 months of the Written
Consent, the authority granted in this proposal to implement the Reverse Split will terminate.
Implementation
and Effects of the Reverse Split
If
the Board elects to implement the Reverse Split, which the Board may choose not to do at its discretion, the Reverse Split would
have the following effects:
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the
number of shares of the Common Stock owned by each stockholder will automatically be reduced proportionately based on the
reverse stock split ratio determined by the Board;
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a
proportionate adjustment will be made to the par value of the Common Stock, such that the stated value of the Company’s
capital will be reduced;
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the
number of shares of the Common Stock issued and outstanding will be reduced proportionately;
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proportionate
adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding
options and warrants entitling the holders thereof to purchase shares of the Common Stock, which will result in approximately
the same aggregate price being required to be paid for such options or warrants upon exercise of such options or warrants
immediately preceding the reverse stock split;
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a
proportionate adjustment will be made to the per share conversion price under the terms of the Company’s Series B Preferred
Stock Certificate of Designation;
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a
proportionate adjustment will be made to the per share conversion price under the terms of the Company’s outstanding
convertible promissory notes.
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There
are 51 shares of Series A Preferred Stock authorized for issuance and outstanding. Each share of Series A Preferred Stock converts
into one share of Common Stock at the option of the holder. While the Reverse Split will not affect this conversion ratio, the
51 shares of Common Stock underlying the Series A Preferred Stock are not a material percentage of the shares of Common Stock
to be outstanding following the Reverse Split.
The
table set forth below illustrates the Company’s hypothetical capitalization subsequent to reverse stock splits in varying
Reverse Ratios which may be effectuated by the Board pursuant to the Written Consent. This hypothetical model is based on the
total number of shares issued and outstanding as of the Record Date and gives effect to the Reverse Split, as well as shares of
common stock issued and outstanding and issuable upon the conversion/exercise of promissory notes, options and warrants.
Hypothetical Reverse Split Ratio
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Shares
of common
stock issued and
outstanding
following
Reverse Split
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Shares
of common
stock available for
future issuance
following
Reverse Split
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1:00
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250
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15,397,081
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9,984,602,919
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1:00
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500
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7,698,540
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9,992,301,460
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1:00
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750
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5,132,360
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9,994,867,640
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1:00
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1000
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3,849,270
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9,996,150,730
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1:00
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1250
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3,079,416
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9,996,920,584
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1:00
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1500
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2,566,180
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9,997,433,820
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1:00
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2000
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1,924,635
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9,998,075,365
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The
Reverse Split will be effected simultaneously for all of the Common Stock and the reverse split ratio will be the same for all
of the Common Stock. The Reverse Split will affect all of the stockholders uniformly and will not affect any stockholder’s
percentage ownership interests in the Company, except to the extent that the Reverse Split results in any of the Company’s
stockholders owning a fractional share. As described below, stockholders holding fractional shares will be entitled to cash payments
in lieu of such fractional shares. Such cash payments will reduce the number of post-split stockholders to the extent there are
stockholders presently holding fewer shares than the to-be-determined reverse split ratio, however that is not the purpose for
which the Company is effecting the Reverse Split.
The
Board may decide not to proceed with the Reverse Split for various reasons including general stock market/business conditions.
Potential
for Significant Dilution of Equity Interest
The
Reverse Split will not affect the rights of stockholders or any stockholder’s proportionate equity interest in the Company,
subject to the treatment of fractional shares. At this time the Company has no plans to issue such additional shares of its capital
stock, other than (i) as required for existing and additional financings, (ii) in connection with the underwritten offering planned
as disclosed in the Registration Statement, and (iii) as compensation and incentives to employees and directors under the Company’s
existing stock incentive plans and other arrangements that may be undertaken.
The
future issuance of such authorized shares may have the effect of diluting the Company’s earnings per share and book value
per share, as well as the stock ownership and voting rights of the current stockholders. The effective increase in the number
of authorized but unissued shares of the Common Stock may be construed as having an anti-takeover effect by permitting the issuance
of shares to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions of
the Company’s Articles of Incorporation or Bylaws.
Fractional
Shares
No
scrip or fractional share certificates will be issued in connection with the Reverse Split. Stockholders who otherwise would be
entitled to receive fractional shares because they hold a number of shares of Common Stock not evenly divisible by the Reverse
Split ratio will be entitled, upon surrender of certificate(s) representing such shares, to a cash payment in lieu thereof. The
cash payment will equal the product obtained by multiplying (a) the fraction to which the stockholder would otherwise be entitled
by (b) the per share closing sales price of the Common Stock on the effective date of the Reverse Split. The ownership of a fractional
interest will not give the holder thereof any voting, dividend or other rights except to receive payment therefor as described
herein.
Stockholders
should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where the Company is domiciled
and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective time
may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to
receive such funds may have to seek to obtain them directly from the state to which they were paid.
Authorized
Shares
As
of the Record Date, there were 10,000,000,000 shares of authorized Common Stock and 10,000,000 shares of authorized preferred
stock. As of the Record Date, there were 3,849,270,211 shares of Common Stock issued and outstanding, 51 shares of Series A Preferred
Stock issued and outstanding and 107,000 shares of Series B Preferred Stock issued and outstanding.
These
authorized but unissued shares of common and preferred stock would be available for issuance from time to time for corporate purposes
such as raising additional capital, acquisitions of businesses or assets and sales of stock or securities convertible into Common
Stock. The Company believes that the availability of the authorized but unissued shares of common and preferred stock will provide
it with the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a
changing corporate environment. If the Company issues additional shares of common stock, the ownership interests of holders of
the Common Stock may be diluted. Also, if the Company issues shares of its preferred stock, the issued shares may have rights,
preferences and privileges senior to those of its common stock.
Other
Effects on Issued and Outstanding Shares
If
the Reverse Split is implemented, the rights and preferences of the issued and outstanding shares of the Common Stock would remain
the same after the Reverse Split. Each share of Common Stock issued pursuant to the Reverse Split would be fully paid and non-assessable.
In
addition, the Reverse Split would result in some stockholders owing “odd-lots” of fewer than 100 shares of the Common
Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in
“round-lots” of even multiples of 100 shares.
Procedure
for Effecting Reverse Split and Exchange of Stock Certificates
If
the Board chooses to effect the Reverse Split, it would be implemented by filing a Certificate of Amendment to the Articles of
Incorporation with the Secretary of State of the State of Nevada. The Reverse Split will become effective at the time specified
in the Certificate of Amendment, which will most likely be immediately after the filing of the Certificate of Amendment and which
the Company refers to as the “effective time.” Beginning at the effective time, each certificate representing shares
of the Common Stock before the Reverse Split will automatically be deemed for all corporate purposes to evidence ownership based
on the applicable Reverse Ratio. As of the Record Date, under the terms of the Series A Preferred Stock Certificate of Designation,
as amended, the Reverse Split will not result in a proportionate adjustment to the per share conversion price of the Series A
Preferred Stock. The Board, in conjunction with its approval of the Actions, has stated it will not effectuate the Reverse Split
until it has determined that, upon the Reverse Split, the conversion or exercise prices of the Company’s options, warrants
and convertible securities, that are not otherwise subject to adjustment as a result of the Reverse Split would be treated in
a manner that the Board determines to be in the best interests of the Company and its stockholders. In addition, the Board will
not effectuate the Reverse Split until an agreement has been reached between the Board and the holders of the Series A Preferred
Stock as to what extent the Reverse Split will affect the Series A Preferred Stock.
As
soon as practicable after the effective time, stockholders will be notified that the Reverse Split has been effected. The Company
expects that its transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Stockholders
of record will receive a letter of transmittal requesting that they surrender the stock certificates they currently hold for stock
certificates reflecting the adjusted number of shares as a result of the Reverse Split. Persons who hold their shares in brokerage
accounts or “street name” will not be required to take any further actions to effect the exchange of their certificates.
No new certificates will be issued to a stockholder until the stockholder has surrendered the stockholder’s outstanding
certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Until surrender,
each certificate representing shares before the Reverse Split will continue to be valid and will represent the adjusted number
of shares rounded down to the nearest whole share. Stockholders should not destroy any stock certificate and should not submit
any certificates until they receive a letter of transmittal.
No
Dissenters’ Rights
Under
the Nevada Revised Statutes, the Stockholders are not entitled to dissenters’ rights with respect to the Reverse Split,
and the Company will not independently provide Stockholders with any such right.
Anti-Takeover
Effects of the Reverse Split
A
possible effect of the Reverse Split may be to discourage a merger, tender offer or proxy contest, or the assumption of control
by a holder of a large block of the Company’s voting securities and the removal of incumbent management. The Board could
use the additional shares of our common stock available for issuance to resist or frustrate a third-party take-over effort favored
by a majority of the independent stockholders that would provide an above market premium by issuing additional shares of our common
stock.
The
Reverse Split is not the result of the Board’s knowledge of an effort to accumulate any of the Company’s securities
or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise. Nor is the Reverse Split a
plan by the Board to adopt a series of amendments to the Articles of Incorporation or our Bylaws to institute an anti-takeover
provision. We do not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material
anti-takeover consequences.
Federal
Income Tax Consequences of the Reverse Split
The
following is a summary of certain material United States federal income tax consequences of the Reverse Split. It does not purport
to be a complete discussion of all of the possible United States federal income tax consequences of the Reverse Split and is included
for general information only. Further, it does not address any state, local or foreign income or other tax consequences. This
discussion does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies,
regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and
tax-exempt entities. The discussion is based on the provisions of the United States federal income tax law as of the date hereof,
which is subject to change retroactively as well as prospectively. This summary also assumes that the shares of Common Stock held
by our Stockholders before the Reverse Split were, and the shares of Common Stock held after the Reverse Split will be, held as
“capital assets,” as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for
investment). The tax treatment of a Stockholder may vary depending upon the particular facts and circumstances of such Stockholder.
Each stockholder is urged to consult with such Stockholder’s own tax advisor with respect to the tax consequences of the
Reverse Split.
Other
than the cash payments for fractional shares discussed below, no gain or loss will be recognized by a Stockholder upon such Stockholder’s
exchange of shares held before the Reverse Split for shares after the Reverse Split. The aggregate tax basis of the shares of
the Common Stock received in the Reverse Split (including any fraction of a share deemed to have been received) will be the same
as the Stockholder’s aggregate tax basis in the shares of our Common Stock exchanged therefor. In general, Stockholders
who receive cash instead of their fractional share interests in the shares of our Common Stock as a result of the Reverse Split
will recognize a gain or loss based on their adjusted basis in the fractional share interests redeemed. The Stockholder’s
holding period for the shares of our Common Stock after the Reverse Split will include the period during which the Stockholder
held the shares of our Common Stock surrendered in the Reverse Split.
This
summary of certain material United States federal income tax consequence of the Reverse Split is not binding on the Internal Revenue
Service, the Company or the courts. Accordingly, each Stockholder should consult with his or her own tax advisor with respect
to all of the potential tax consequences to him or her of the Reverse Split.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
CORPORATE
ACTION NO. 2
EMPLOYEE
STOCK OPTION PLAN
Overview
On
July 5, 2018, the Board approved the Plan and declared it advisable and in the Company’s best interests and directed that
there be submitted to the holder of a majority of the Company’s voting shares for action by written consent, the ratification
of the Plan. On July 5, 2018, the Majority Stockholder approved and ratified the Plan via the Written Consent. No further vote
of our stockholders is required. The Plan will become effective on or after August 13, 2018 (twenty (20) calendar days after the
mailing of this Information Statement). The purpose of the Plan is to be able to continue to offer a competitive equity incentive
program if to successfully attract, motivate and retain the most qualified candidates for all aspects of our business.
The
following is a summary of the Plan and is qualified in its entirety by the full text of the Plan which has been attached hereto
as an
Exhibit A
. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed such
terms in the Plan. No shares have been issued or are required to be issued pursuant to the terms of the Plan as of the date of
this Information Statement.
Purpose
The
purpose of the Plan is to assist in attracting and retaining highly competent key employees, non-employee directors and consultants
and to act as an incentive in motivating selected key employees, non-employee directors and consultants of the Company to achieve
long-term corporate objectives. The Company does not currently have any plans to issue any shares or make any grants under the
Plan.
Administration
of the Plan
The
Plan shall be administered by a committee of the Board (the “
Committee
”). The Committee shall have exclusive
and final authority in each determination, interpretation or other action affecting the Plan and its Participants. The Committee
shall have the sole discretionary authority to interpret the Plan, to establish, modify and amend administrative rules for the
Plan, to impose such conditions and restrictions on Awards as it determines appropriate, and to take such steps in connection
with the Plan and Awards granted hereunder as it may deem necessary or advisable. The Committee may, subject to compliance with
applicable legal requirements, delegate such of its powers and authority under the Plan as it deems appropriate to designated
officers or employees of the Company. In addition, the Board may exercise any of the authority conferred upon the Committee hereunder.
In the event of any such delegation of authority or exercise of authority by the Board, references in the Plan to the Committee
shall be deemed to refer to the delegate of the Committee or the Board, as the case may be.
Number
of Authorized Shares
Under
the Plan, the Board is authorized to sell or award up to 250,000,000 shares and/or options of Common Stock;
provided, however
,
if the outstanding Common Stock shall be hereafter increased or decreased, or changed into or exchanged for a different number
or kind of shares or other securities of the Company or of another corporation, by reason of a recapitalization, reclassification,
reorganization, merger, consolidation, share exchange, or other business combination in which the Company is the surviving parent
corporation, stock split-up, combination of shares, or dividend or other distribution payable in capital stock or rights to acquire
capital stock, appropriate adjustment shall be made by the Board in the number and kind of shares which may be granted under the
Plan.
For example
, in the event the Company effectuates a 1-for-10 forward split, the number of Shares that are authorized
by and may be sold under the Plan shall be 25,000,000.
Eligibility
Participants
in the Plan shall be such key employees, non-employee directors and consultants of the Company, whether or not members of the
Board, as the Committee, in its sole discretion, may designate from time to time. The Committee’s designation of a Participant
in any year shall not require the Committee to designate such person to receive Awards in any other year. The designation of a
Participant to receive an Award under one portion of the Plan does not require the Committee to include such Participant under
other portions of the Plan. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining
the types and amounts of their respective Awards.
Tax
Withholding and Tax Offset Payments
The
Company shall be entitled to withhold (or secure payment from the Participant in lieu of withholding) the amount of any withholding
or other tax required by law to be withheld or paid by the Company with respect to any amount payable and/or shares issuable under
any Award, and the Company may defer payment of cash or issuance of shares upon exercise or vesting of an Award unless indemnified
to its satisfaction against any liability for any such tax.
EFFECTIVENESS
OF CORPORATE ACTIONS
Under
Section 14(c) of the Exchange Act and Rule 14c-2 promulgated thereunder, the Corporate Actions cannot be affected until 20 days
after the date this Information Statement is sent to the Company’s stockholders. This Information Statement will be sent
on or after July 23, 2018 to the stockholders of the Company as of the Record Date.
Pursuant
to the consent resolutions adopted by a majority of the stockholders, notwithstanding the fact that the Corporate Actions have
been approved by the Company’s majority stockholders, the Company’s Board may, by resolution, abandon the Corporate
Actions at any time prior to the effective date of the Corporate Actions without any further action by the Company’s stockholders.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of our common stock as of the Record Date by
the following persons:
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each
person who is known to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common
stock;
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each
of our directors and executive officers; and
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all
of our directors and executive officers as a group.
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Name and Address of Beneficial Owner
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Common Stock Owned Beneficially
|
|
|
Percent of Class
|
|
|
Series A Preferred Stock Beneficially Owned
|
|
|
Percent of Class
|
|
|
Series B Preferred Stock Beneficially Owned
|
|
|
Number of Voting Securities
|
|
|
Number of Voting Securities
|
|
|
Percent of Voting Securities
|
|
Daniel Yazbeck, Sole Officer and Sole Member of the Board
|
|
|
1,886,232,893
|
(1)
|
|
|
48
|
%
|
|
|
51
|
|
|
|
100
|
%
|
|
|
0
|
|
|
|
0
|
|
|
|
5,795,353,506
|
|
|
|
74
|
%
|
(1)
|
Consists
of 10,000 shares held directly by Mr. Yazbeck, 9,132,500 shares held by seven trusts for which Mr. Yazbeck serves as trustee,
1,780,000,000 shares held by Mr. Yazbeck and YCIG, Inc. (an entity over whose securities Mr. Yazbeck has sole voting and sole
investment control), 500,000 options to purchase common stock and 96,590,393 warrants to purchase common stock.
|
We
have based our calculations of the percentage of beneficial ownership on 3,849,270,211 shares of our Common Stock outstanding
as of the Record Date, the 107,000 shares of Series B outstanding as of the Record Date, as well as the 51 shares of Series A
Preferred held by Mr. Yazbeck which represents 4,006,211,006 voting shares for a total of 7,855,588,217 voting shares. We have
deemed shares of our common stock subject to warrants and stock options that are currently exercisable within 60 days of the Record
Date to be outstanding and to be beneficially owned by the person holding the stock option or warrant for the purpose of computing
the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage
ownership of any other person.
Unless
otherwise indicated, the mailing address of each beneficial owner is c/o MyDx, Inc., 6335 Ferris Square, Suite B, San Diego, California
92121. The information provided in the table is based on our records, information filed with the SEC, and information provided
to us, except where otherwise noted.
Beneficial
ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially
owned by each individual listed above include shares that are subject to options held by that individual that are immediately
exercisable or exercisable within 60 days from the date of this report and the number of shares and the percentage beneficially
owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group
that are immediately exercisable or exercisable within 60 days from the date of this report.
DISSENTER’S
RIGHTS OF APPRAISAL
The
Nevada Revised Statutes do not provide for dissenter’s rights in connection with the proposed amendment to our Articles
of Incorporation.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any
other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed Corporate Actions
which is not shared by all other stockholders.
FORWARD-LOOKING
STATEMENTS
The
following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements contained
in this document that are not based on historical facts are “forward-looking statements”. Terms such as “anticipates”,
“believes”, “estimates”, “expects”, “plans”, “predicts”, “may”,
“should”, “will”, the negative thereof and similar expressions are intended to identify forward-looking
statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: our reliance on certain
major clients; the successful combination of revenue growth with operating expense reduction to result in improved profitability
and cash flow; government regulation and tax policy; economic conditions; competition and pricing; dependence on our labor force;
reliance on technology; telephone and internet service dependence; the ability, means, and willingness of financial markets to
finance our operations; and other operational, financial or legal risks or uncertainties detailed in our SEC filings from time
to time. Should one or more of these uncertainties or risks materialize, actual results may differ materially from those described
in the forward-looking statements. We disclaim any intention or obligation to revise any forward-looking statements whether as
a result of new expectations, conditions or circumstances, or otherwise.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are also available
to the public at the Internet site maintained by the SEC at http://www.sec.gov.
You
should rely only on the information contained in, or incorporated by reference as an exhibit to, this Information Statement. We
have not authorized anyone else to provide you with different information. You should not assume that the information in this
Information Statement is accurate as of any date as is expressly set forth herein.
Dated:
July 20, 2018
|
By
order of the Board of Directors
|
|
|
|
/s/
Daniel Yazbeck
|
|
By:
|
Daniel
Yazbeck
|
|
Its:
|
Chief
Executive Officer and Director
|
EXHIBIT
A
MyDx,
Inc.
2018
Stock Incentive Plan
ARTICLE
I
PURPOSE
AND ADOPTION OF THE PLAN
1.1
Purpose
.
The purpose of the MyDx, Inc. 2018 Stock Incentive Plan (hereinafter referred to as the “
Plan
”) is to assist
in attracting and retaining highly competent key employees, non-employee directors and consultants and to act as an incentive
in motivating selected key employees, non-employee directors and consultants of MyDx, Inc. and its Subsidiaries (as defined below)
to achieve long-term corporate objectives.
1.2
Adoption
and Term
. The Plan has been approved by the Board of Directors (hereinafter referred to as the “
Board
”)
of MyDx, Inc., a Nevada corporation (including any successor entity, the “
Company
”), to be effective as of
the date the Plan is approved by the Board (the “
Effective Date
”), subject to the approval of the stockholders
of the Company. The Plan shall remain in effect until terminated by action of the Board;
provided, however
, that no Incentive
Stock Option (as defined below) may be granted hereunder after the tenth anniversary of the Effective Date. The Company intends
that any grant, award or other acquisition of the Company’s securities pursuant to the Plan to any officer and/or director
of the Company shall be exempt from Section 16(b) of the Exchange Act.
ARTICLE
II
DEFINITIONS
2.1
For
the purposes of this Plan, capitalized terms shall have the following meanings:
“
Award
”
means any grant to a Participant of one or a combination of Non-Qualified Stock Options or Incentive Stock Options, and Stock
Appreciation Rights, Restricted Shares and Performance Awards described herein.
“
Award
Agreement
” means a written agreement between the Company and a Participant or a written notice from the Company to a
Participant specifically setting forth the terms and conditions of an Award granted under the Plan.
“
Award
Period
” means, with respect to an Award, the period of time set forth in the Award Agreement during which specified
target performance goals must be achieved or other conditions set forth in the Award Agreement must be satisfied.
“
Beneficiary
”
means an individual, trust or estate who or which, by a written designation of the Participant filed with the Company or by operation
of law, succeeds to the rights and obligations of the Participant under the Plan and an Award Agreement upon the Participant’s
death.
“
Board
”
means the Board of Directors of the Company.
“
Change
in Control
” means, and shall be deemed to have occurred upon the occurrence of, any one of the following events:
(a) Consummation
by the Company of a reorganization, merger, consolidation or similar transaction (a “
Reorganization Transaction
”),
in each case, unless, immediately following such Reorganization Transaction, more than 50% of, respectively, the outstanding shares
of common stock (or similar equity security) of the corporation or other entity resulting from or surviving such Reorganization
Transaction and the combined voting power of the securities of such corporation or other entity entitled to vote generally in
the election of directors, is then beneficially owned, directly or indirectly, by the individuals and entities who were the respective
beneficial owners of the Outstanding Common Stock and the Company Voting Securities immediately prior to such Reorganization Transaction
in substantially the same proportions as their ownership of the Outstanding Common Stock and Company Voting Securities immediately
prior to such Reorganization Transaction; or
(b) Consummation
by the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of
all or substantially all of the assets of the Company to a corporation or other entity, unless, with respect to such corporation
or other entity, immediately following such sale or other disposition more than 50% of, respectively, the outstanding shares of
common stock (or similar equity security) of such corporation or other entity and the combined voting power of the securities
of such corporation or other entity entitled to vote generally in the election of directors, is then beneficially owned, directly
or indirectly, by the individuals and entities who were the respective beneficial owners of the Outstanding Common Stock and the
Company Voting Securities immediately prior to such sale or disposition in substantially the same proportions as their ownership
of the Outstanding Common Stock and Company Voting Securities immediately prior to such sale or disposition.
“
Code
”
means the Internal Revenue Code of 1986, as amended. References to a section of the Code include that section and any comparable
section or sections of any future legislation that amends, supplements or supersedes said section.
“
Committee
”
means the committee established in accordance with Section 3.1.
“
Company
”
means MyDx, Inc., a Nevada Corporation, and its successors.
“
Common
Stock
” means the Company’s common Stock, par value $.001 per share.
“
Company
Voting Securities
” means the combined voting power of all outstanding securities of the Company entitled to vote generally
in the election of directors of the Company.
“
Date
of Grant
” means the date designated by the Committee as the date as of which it grants an Award, which shall not be
earlier than the date on which the Committee approves the granting of such Award.
“
Effective
Date
” shall have the meaning given to such term in Section 1.2.
“
Exchange
Act
” means the Securities Exchange Act of 1934, as amended.
“
Exercise
Price
” means, with respect to a Stock Appreciation Right, the amount established by the Committee in the related Award
Agreement as the amount to be subtracted from the Fair Market Value on the date of exercise in order to determine the amount of
the payment to be made to the Participant, as further described in Section 6.2(b).
"
Fair
Market Value
" means, as of any date, the value of Common Stock determined as follows:
(i) if
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the NYSE
Archipelago Exchange, the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, the Fair Market Value
of a Share of Common Stock shall be the closing sales price of a Share of Common Stock (or the closing bid, if no such sales were
reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported
in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii) if
the Common Stock is listed on the OTC Bulletin Board or on the Pink Sheets trading market or is otherwise regularly quoted by
a recognized securities dealer but is not listed in the manner contemplated by clause (i) above, the Fair Market Value of a Share
of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day
prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
or
(iii) if
neither clause (i) above nor clause (ii) above applies, the Fair Market Value shall be determined in good faith by the Administrator.
“
Incentive
Stock Option
” means a stock option within the meaning of Section 422 of the Code.
“
Merger
”
means any merger, reorganization, consolidation, share exchange, transfer of assets or other transaction having similar effect
involving the Company.
“
Non-Employee
Director
” means a member of the Board who (i) is not currently an officer or otherwise employed by the Company or a
parent or a subsidiary of the Company, (ii) does not receive compensation directly or indirectly from the Company or a parent
or a subsidiary of the Company for services rendered as a consultant or in any capacity other than as a director, except for an
amount for which disclosure would not be required pursuant to Item 404(a) of Regulation S-K, (iii) does not possess an interest
in any other transaction for which disclosure would be required pursuant to Item 404(a) of Regulation S-K, (iv) is not engaged
in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K, and (v) qualifies
as “Outside Director” pursuant to Section 162(m) of the Code.
“
Non-Employee
Director Option
” means a stock option granted to a Non-Employee Director in accordance with Section 6.1(a).
“
Non-Qualified
Stock Option
” means a stock option which is not an Incentive Stock Option.
“
Options
”
means all Non-Qualified Stock Options and Incentive Stock Options granted at any time under the Plan.
“
Outstanding
Common Stock
” means, at any time, the issued and outstanding shares of Common Stock.
“
Participant
”
means a person designated to receive an Award under the Plan in accordance with Section 5.1.
“
Performance
Awards
” means Awards granted in accordance with Article VIII.
“
Plan
”
means the MyDx, Inc. 2018 Stock Incentive Plan as described herein, as the same may be amended from time to time.
“
Purchase
Price
”, with respect to Options, shall have the meaning set forth in Section 6.1(b).
“
Restricted
Shares
” means Common Stock subject to restrictions imposed in connection with Awards granted under Article VII.
“
Retirement
”
means early or normal retirement under a pension plan or arrangement of the Company or one of its Subsidiaries in which the Participant
participates.
“
Stock
Appreciation Rights
” means Awards granted in accordance with Article VI.
“
Subsidiary
”
means a subsidiary of the Company within the meaning of Section 424(f) of the Code.
“
Termination
of Employment
” means the voluntary or involuntary termination of a Participant’s employment with the Company or
a Subsidiary for any reason, including death, disability, retirement or as the result of the divestiture of the Participant’s
employer or any similar transaction in which the Participant’s employer ceases to be the Company or one of its Subsidiaries.
Whether entering military or other government service shall constitute Termination of Employment, or whether a Termination of
Employment shall occur as a result of disability, shall be determined in each case by the Committee in its sole discretion. In
the case of a consultant who is not an employee of the Company or a Subsidiary, Termination of Employment shall mean voluntary
or involuntary termination of the consulting relationship for any reason. In the case of a Non-Employee Director, Termination
of Employment shall mean voluntary or involuntary termination, non-election, removal or other act which results in such Non-Employee
Director no longer serving in such capacity.
ARTICLE
III
ADMINISTRATION
3.1 Committee.
The Plan shall be administered by a committee of the Board (the “
Committee
”). The Committee shall have
exclusive and final authority in each determination, interpretation or other action affecting the Plan and its Participants. The
Committee shall have the sole discretionary authority to interpret the Plan, to establish, modify and amend administrative rules
for the Plan, to impose such conditions and restrictions on Awards as it determines appropriate, and to take such steps in connection
with the Plan and Awards granted hereunder as it may deem necessary or advisable. The Committee may, subject to compliance with
applicable legal requirements, delegate such of its powers and authority under the Plan as it deems appropriate to designated
officers or employees of the Company. In addition, the Board may exercise any of the authority conferred upon the Committee hereunder.
In the event of any such delegation of authority or exercise of authority by the Board, references in the Plan to the Committee
shall be deemed to refer to the delegate of the Committee or the Board, as the case may be.
ARTICLE
IV
SHARES
4.1 Number
of Shares Issuable
. The total number of shares initially authorized to be issued under the Plan shall be one hundred fifty
million (150,000,000) shares of Common Stock. The number of shares available for issuance under the Plan shall be subject to adjustment
in accordance with the terms herein. The shares to be offered under the Plan shall be authorized and unissued shares of Common
Stock, or issued shares of Common Stock which will have been reacquired by the Company.
4.2 Shares
Subject to Terminated Awards
. Shares of Common Stock covered by any unexercised portions of terminated Options (including
canceled Options) granted under Article VI, shares of Common Stock forfeited as provided in Section 7.2(a) and shares
of Common Stock subject to any Award that are otherwise surrendered by a Participant may be subject to new Awards under the Plan.
Shares of Common Stock subject to Options, or portions thereof, that have been surrendered in connection with the exercise of
Stock Appreciation Rights shall not be available for subsequent Awards under the Plan, but shares of Common Stock issued in payment
of such Stock Appreciation Rights shall not be charged against the number of shares of Common Stock available for the grant of
Awards hereunder.
ARTICLE
V
PARTICIPATION
5.1 Eligible
Participants
. Participants in the Plan shall be such key employees, non-employee directors and consultants of the Company
and its Subsidiaries, whether or not members of the Board, as the Committee, in its sole discretion, may designate from time to
time. The Committee’s designation of a Participant in any year shall not require the Committee to designate such person
to receive Awards in any other year. The designation of a Participant to receive an Award under one portion of the Plan does not
require the Committee to include such Participant under other portions of the Plan. The Committee shall consider such factors
as it deems pertinent in selecting Participants and in determining the types and amounts of their respective Awards.
ARTICLE
VI
STOCK
OPTIONS AND STOCK APPRECIATION RIGHTS
6.1 Option
Awards
.
(a)
Grant
of Options
. The Committee may grant, to such Participants as the Committee may select, Options entitling the Participants
to purchase shares of Common Stock from the Company in such numbers, at such prices, and on such terms and subject to such conditions,
not inconsistent with the terms of the Plan, as may be established by the Committee and are subject to adjustment as described
herein. Non-Qualified Stock Options granted after the Effective Date shall have an exercise price of not less than 100% of the
Fair Market Value on the Date of Grant. Other Incentive Stock Options may be granted at such prices and in such quantities as
determined by the Committee. Except as provided in Sections 6.3(c), or 6.5, Non-Employee Director Options shall not be exercisable
prior to the first anniversary of the Date of Grant, at which time they will be immediately exercisable, in whole or in part,
and shall remain exercisable until the tenth anniversary of the Date of Grant.
(b)
Purchase
Price of Options
. The Purchase Price of each share of Common Stock which may be purchased upon exercise of any Option granted
under the Plan shall be determined by the Committee.
(c)
Designation
of Options
. Except as otherwise expressly provided in the Plan, the Committee may designate, at the time of the grant of an
Option, such Option as an Incentive Stock Option or a Non-Qualified Stock Option;
provided, however
, that an Option may
be designated as an Incentive Stock Option only if the applicable Participant is an employee of the Company or a Subsidiary on
the Date of Grant.
(d)
Incentive
Stock Option Share Limitation
. No Participant may be granted Incentive Stock Options under the Plan (or any other plans of
the Company and its Subsidiaries) that would result in Incentive Stock Options to purchase shares of Common Stock with an aggregate
Fair Market Value (measured on the Date of Grant) of more than $500,000 first becoming exercisable by such Participant in any
one calendar year.
(e)
Rights
as a Stockholder
. A Participant or a transferee of an Option pursuant to Section 9.4 shall have no rights as a stockholder
with respect to the shares of Common Stock covered by an Option until that Participant or transferee shall have become the holder
of record of any such shares, and no adjustment shall be made with respect to any such shares of Common Stock for dividends in
cash or other property or distributions of other rights on the Common Stock for which the record date is prior to the date on
which that Participant or transferee shall have become the holder of record of any shares covered by such Option; provided, however,
that Participants are entitled to share adjustments to reflect capital changes under Section 9.7.
6.2 Stock
Appreciation Rights
.
(a)
Stock
Appreciation Right Awards
. The Committee is authorized to grant to any Participant one or more Stock Appreciation Rights.
Such Stock Appreciation Rights may be granted either independent of or in tandem with Options granted to the same Participant.
Stock Appreciation Rights granted in tandem with Options may be granted simultaneously with, or, in the case of Non-Qualified
Stock Options, subsequent to, the grant to such Participant of the related Options; provided, however, that: (i) any Option
covering any share of Common Stock shall expire and not be exercisable upon the exercise of any Stock Appreciation Right with
respect to the same share, (ii) any Stock Appreciation Right covering any share of Common Stock shall expire and not be exercisable
upon the exercise of any Option with respect to the same share, and (iii) an Option and a Stock Appreciation Right covering
the same share of Common Stock may not be exercised simultaneously. Upon exercise of a Stock Appreciation Right with respect to
a share of Common Stock, the Participant shall be entitled to receive an amount equal to the excess, if any, of (A) the Fair
Market Value of a share of Common Stock on the date of exercise over (B) the Exercise Price of such Stock Appreciation Right
established in the Award Agreement, which amount shall be payable as provided in Section 6.2(c).
(b)
Exercise
Price
. The Exercise Price established for any Stock Appreciation Right granted under this Plan shall be determined by the
Committee, but in the case of Stock Appreciation Rights granted in tandem with Options shall not be less than the Purchase Price
of the related Options. Upon exercise of Stock Appreciation Rights, the number of shares issuable upon exercise under any related
Options shall automatically be reduced by the number of shares of Common Stock represented by such Options which are surrendered
as a result of the exercise of such Stock Appreciation Rights.
(c)
Payment
of Incremental Value
. Any payment that may become due from the Company by reason of a Participant’s exercise of a Stock
Appreciation Right may be paid to the Participant as determined by the Committee (i) all in cash, (ii) all in Common
Stock, or (iii) in any combination of cash and Common Stock. In the event that all or a portion of the payment is to be made
in Common Stock, the number of shares of Common Stock to be delivered in satisfaction of such payment shall be determined by dividing
the amount of such payment or portion thereof by the Fair Market Value on the date of exercise. No fractional share of Common
Stock shall be issued to make any payment in respect of Stock Appreciation Rights; if any fractional share would otherwise be
issuable, the combination of cash and Common Stock payable to a Participant shall be adjusted as directed by the Committee to
avoid the issuance of any fractional share.
6.3 Terms
of Stock Options and Stock Appreciation Rights
.
(a)
Conditions
on Exercise
. An Award Agreement with respect to Options and/or Stock Appreciation Rights may contain such waiting periods,
exercise dates and restrictions on exercise (including, but not limited to, periodic installments) as may be determined by the
Committee at the time of grant.
(b)
Duration
of Options and Stock Appreciation Rights
. Options and Stock Appreciation Rights shall terminate after the first to occur of
the following events:
(i) Expiration
of the Option or Stock Appreciation Right as provided in the related Award Agreement; or
(ii) Termination
of the Award as provided in Section 6.3(e), following the applicable Participant’s Termination of Employment; or
(iii) In
the case of an Incentive Stock Option, ten (10) years from the Date of Grant; or
(iv) Solely
in the case of a Stock Appreciation Right granted in tandem with an Option, upon the expiration of the related Option.
(b)
Acceleration
of Exercise Time
. The Committee, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable
at any time after the Date of Grant, to permit the exercise of any Option or Stock Appreciation Right prior to the time such Option
or Stock Appreciation Right would otherwise become exercisable under the terms of the related Award Agreement.
(c)
Extension
of Exercise Time
. The Committee, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable
on or at any time after the Date of Grant, to permit the exercise of any Option or Stock Appreciation Right after its expiration
date described in Section 6(b).
6.4 Termination
.
(a)
Termination
.
In the event of Termination of Employment of a Participant other than by reason of death, disability or Retirement, the right
of the Participant to exercise any Option or Stock Appreciation Right shall terminate 90 days after the date of such Termination
of Employment, unless the exercise period is extended by the Committee in accordance with Section 6.3(d).
(b)
Disability
or Retirement
. In the event of a Participant’s Termination of Employment by reason of disability or Retirement, the
right of the Participant to exercise any Option or Stock Appreciation Right which he or she was entitled to exercise upon Termination
of Employment (or which became exercisable at a later date pursuant to Section 6.3(e)(ii)) shall terminate one year after
the date of such Termination of Employment, unless the exercise period is extended by the Committee in accordance with Section
6.3(d). In no event, however, may any Option or Stock Appreciation Right be exercised later than the date of expiration of the
Option determined pursuant to Section 6.3(b)(i), (iii) or (iv).
(c)
Death
.
In the event of the death of a Participant while employed by the Company or a Subsidiary or within any additional period of time
from the date of the Participant’s Termination of Employment and prior to the expiration of any Option or Stock Appreciation
Right as provided pursuant to Section 6.3(e)(i)(B) or Section 6.3(d) above, to the extent the right to exercise the Option or
Stock Appreciation Right was accrued as of the date of such Termination of Employment and had not expired during such additional
period, the right of the Participant’s Beneficiary to exercise the Option or Stock Appreciation Right shall terminate one
year after the date of the Participant’s death (but in no event more than one year from the date of the Participant’s
Termination of Employment by reason of disability or Retirement), unless the exercise period is extended by the Committee in accordance
with Section 6.3(d). In no event, however, may any Option or Stock Appreciation Right be exercised later than the date of expiration
of the Option determined pursuant to Section 6.3(b)(i), (iii) or (iv).
(d)
Termination
of Unvested Options or Stock Appreciation Rights
. Upon Termination of Employment, subject to Section 6.3(c), to the extent
the right to exercise an Option or a Stock Appreciation Right, or any portion thereof, has not accrued as of the date of Termination
of Employment, such right shall expire at the date of such Termination of Employment. Notwithstanding the foregoing, the Committee,
in its sole discretion and under such terms as it deems appropriate, may permit, for a Participant who terminates employment by
reason of Retirement and who will continue to render significant services to the Company or one of its Subsidiaries after his
or her Termination of Employment, the continued vesting of his or her Options and Stock Appreciation Rights during the period
in which that individual continues to render such services.
6.5 Exercise
Procedures
. Each Option and Stock Appreciation Right granted under the Plan shall be exercised by written notice to the Company
which must be received by the officer or employee of the Company designated in the Award Agreement at or before the close of business
on the termination date of the Award. The Purchase Price of shares purchased upon exercise of an Option granted under the Plan
shall be paid in full in cash by the Participant pursuant to the Award Agreement; provided, however, that the Committee may (but
shall not be required to) permit payment to be made by delivery to the Company of either (a) shares of Common Stock (which
may include Restricted Shares or shares otherwise issuable in connection with the exercise of the Option, subject to such rules
as the Committee deems appropriate) or (b) any combination of cash and Common Stock or (c) such other consideration
as the Committee deems appropriate and in compliance with applicable law (including payment in accordance with a cashless exercise
program under which, if so instructed by a Participant, shares of Common Stock may be issued directly to the Participant’s
broker or dealer upon receipt of an irrevocable written notice of exercise from the Participant). In the event that any shares
of Common Stock shall be transferred to the Company to satisfy all or any part of the Purchase Price, the part of the Purchase
Price deemed to have been satisfied by such transfer of shares of Common Stock shall be equal to the product derived by multiplying
the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Company. The Participant
may not transfer to the Company in satisfaction of the Purchase Price any fractional share of Common Stock. Any part of the Purchase
Price paid in cash upon the exercise of any Option shall be added to the general funds of the Company and may be used for any
proper corporate purpose. Unless the Committee shall otherwise determine, any shares of Common Stock transferred to the Company
as payment of all or part of the Purchase Price upon the exercise of any Option shall be held as treasury shares.
6.6
Adjustments upon Changes in Capitalization, dissolution, Merger or Sale of Assets
.
(a)
Changes
in Capitalization
. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock
covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration
of an option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of
issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except
as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of
shares of Common Stock subject to an Option.
(b)
Dissolution
or Liquidation
. In the event of the proposed dissolution or liquidation of the Company, the Committee shall notify each Participant
as soon as practicable prior to the effective date of such proposed transaction. The Committee in its discretion may provide for
a Participant to have the right to exercise his or her Option until ten (10) days prior to such transaction as to all of the Options
covered thereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the Committee may provide
that any Company repurchase option applicable to any Shares purchased upon exercise of an Option shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has
not been previously exercised, an Option will terminate immediately prior to the consummation of such proposed action.
(c)
Merger
or Asset Sale
. In the event of a merger of the Company with or into another corporation, or the sale of substantially all
of the assets of the Company, each outstanding Option shall be assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume
or substitute for the Option, the Participant shall fully vest in and have the right to exercise the Option as to all of the Optioned
Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable
in lieu of assumption or substitution in the event of a merger or sale of assets, the Committee shall notify the Participant in
writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date
of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option
shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive,
for each Share of Optioned Stock, immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or
other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders
of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets
is not solely common stock of the successor corporation or its Parent, the Committee may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock to be solely common
stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders
of Common Stock in the merger or sale of assets.
6.7 Change
in Control
. Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control,
all Options and Stock Appreciation Rights outstanding on the date of such Change in Control shall become immediately and fully
exercisable. The provisions of this Section 6.7 shall not be applicable to any Options or Stock Appreciation Rights granted
to a Participant if any Change in Control results from such Participant’s beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act) of Common Stock or Company Voting Securities.
ARTICLE
VII
RESTRICTED
SHARES
7.1 Restricted
Share Awards
. The Committee may grant to any Participant an Award of such number of shares of Common Stock on such terms,
conditions and restrictions, whether based on performance standards, periods of service, retention by the Participant of ownership
of purchased or designated shares of Common Stock or other criteria, as the Committee shall establish. With respect to performance-based
Awards of Restricted Shares intended to qualify for deductibility under Section 162(m) of the Code, performance targets will include
specified levels of one or more of operating income, return or investment, return on stockholders’ equity, earnings before
interest, taxes, depreciation and amortization and/or earnings per share. The terms of any Restricted Share Award granted under
this Plan may be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent
with this Plan.
(a)
Issuance
of Restricted Shares
. As soon as practicable after the Date of Grant of a Restricted Share Award by the Committee, the Company
shall cause to be transferred on the books of the Company or its agent, shares of Common Stock, registered on behalf of the Participant,
evidencing the Restricted Shares covered by the Award. All shares of Common Stock covered by Awards under this Article VII
shall be subject to the restrictions, terms and conditions contained in the Plan. Until the lapse or release of all restrictions
applicable to an Award of Restricted Shares the share certificates representing such Restricted Shares may be held in custody
by the Company, its designee, or, if the certificates bear a restrictive legend, by the Participant. Upon the lapse or release
of all restrictions with respect to an Award as described in Section 7.1(d), one or more share certificates, registered in
the name of the Participant, for an appropriate number of shares as provided in Section 7.1(d), free of any restrictions
set forth in the Plan (however subject to any restrictions that may be imposed by law) shall be delivered to the Participant.
(b)
Stockholder
Rights
. Beginning on the Date of Grant of a Restricted Share Award, the Participant shall become a stockholder of the Company
with respect to all shares and shall have all of the rights of a stockholder, including, but not limited to, the right to vote
such shares and the right to receive dividends; provided, however, that any shares of Common Stock distributed as a dividend or
otherwise with respect to any Restricted Shares as to which the restrictions have not yet lapsed, shall be subject to the same
restrictions as such Restricted Shares and held or restricted as provided in Section 7.1(a).
(c)
Restriction
on Transferability
. None of the Restricted Shares may be assigned or transferred (other than by will or the laws of descent
and distribution or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through
677 of the Code), pledged or sold prior to the lapse of the restrictions applicable thereto without prior Company approval.
(d)
Delivery
of Shares Upon Vesting
. Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction
of or release from any other conditions prescribed by the Committee, or at such earlier time as provided under the provisions
of Section 7.3, the restrictions applicable to the Restricted Shares shall lapse. As promptly as administratively feasible
thereafter, subject to the requirements of Section 9.5, the Company shall deliver to the Participant or, in case of the Participant’s
death, to the Participant’s Beneficiary, one or more share certificates for the appropriate number of shares of Common Stock,
free of all such restrictions, except for any restrictions that may be imposed by law.
7.2 Terms
of Restricted Shares
.
(a)
Change
in Control
. Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control,
all restrictions applicable to the Restricted Share Award shall terminate fully and the Participant shall immediately have the
right to the delivery of share certificates for such shares in accordance with Section 7.1(d).
ARTICLE
VIII
PERFORMANCE
AWARDS
8.1 Performance
Awards
.
(a)
Award
Periods and Calculations of Potential Incentive Amounts
. The Committee may grant Performance Awards to Participants. A Performance
Award shall consist of the right to receive a payment (measured by the Fair Market Value of a specified number of shares of Common
Stock, increases in such Fair Market Value during the Award Period and/or a fixed cash amount) contingent upon the extent to which
certain predetermined performance targets have been met during an Award Period. Performance Awards may be made in conjunction
with, or in addition to, Restricted Share Awards made under Article VII. The Award Period shall be two or more fiscal or
calendar years as determined by the Committee. The Committee, in its discretion and under such terms as it deems appropriate,
may permit newly eligible employees, such as those who are promoted or newly hired, to receive Performance Awards after an Award
Period has commenced.
(b)
Performance
Targets
. The performance targets may include such goals related to the performance of the Company and/or the performance of
a Participant as may be established by the Committee in its discretion. In the case of Performance Awards intended to qualify
for deductibility under Section 162(m) of the Code, the targets will include specified levels of one or more of operating income,
return on investment, return on stockholders’ equity, earnings before interest, taxes, depreciation and amortization and/or
earnings per share. The performance targets established by the Committee may vary for different Award Periods and need not be
the same for each Participant receiving a Performance Award in an Award Period. Except to the extent inconsistent with the performance-based
compensation exception under Section 162(m) of the Code, in the case of Performance Awards granted to employees to whom such
section is applicable, the Committee, in its discretion, but only under extraordinary circumstances as determined by the Committee,
may change any prior determination of performance targets for any Award Period at any time prior to the final determination of
the value of a related Performance Award when events or transactions occur to cause such performance targets to be an inappropriate
measure of achievement.
(c)
Earning
Performance Awards
. The Committee, on or as soon as practicable after the Date of Grant, shall prescribe a formula to determine
the percentage of the applicable Performance Award to be earned based upon the degree of attainment of performance targets.
(d)
Payment
of Earned Performance Awards
. Payments of earned Performance Awards shall be made in cash or shares of Common Stock or a combination
of cash and shares of Common Stock, in the discretion of the Committee. The Committee, in its sole discretion, may provide such
terms and conditions with respect to the payment of earned Performance Awards as it may deem desirable.
8.2 Terms
of Performance Awards
.
(a)
Termination
of Employment
. Unless otherwise provided below or in Section 8.3, in the case of a Participant’s Termination of
Employment prior to the end of an Award Period, the Participant will not have earned any Performance Awards for that Award Period.
(b)
Retirement
.
If a Participant’s Termination of Employment is because of Retirement prior to the end of an Award Period, the Participant
will not be paid any Performance Award, unless the Committee, in its sole and exclusive discretion, determines that an Award should
be paid. In such a case, the Participant shall be entitled to receive a pro-rata portion of his or her Award as determined under
subsection (d) of this Section 8.2.
(c)
Death
or Disability
. If a Participant’s Termination of Employment is due to death or to disability (as determined in the sole
and exclusive discretion of the Committee) prior to the end of an Award Period, the Participant or the Participant’s personal
representative shall be entitled to receive a pro-rata share of his or her Award as determined under subsection (d) of this Section
8.2.
(d)
Pro-Rata
Payment
. The amount of any payment to be made to a Participant whose employment is terminated by Retirement, death or disability
(under the circumstances described in subsections (b) and (c)) will be the amount determined by multiplying (i) the amount
of the Performance Award that would have been earned through the end of the Award Period had such employment not been terminated
by (ii) a fraction, the numerator of which is the number of whole months such Participant was employed during the Award Period,
and the denominator of which is the total number of months of the Award Period. Any such payment made to a Participant whose employment
is terminated prior to the end of an Award Period shall be made at the end of such Award Period, unless otherwise determined by
the Committee in its sole discretion. Any partial payment previously made or credited to a deferred account for the benefit of
a Participant in accordance with Section 8.1(d) of the Plan shall be subtracted from the amount otherwise determined as payable
as provided in this Section 8.2(d).
(e)
Other
Events
. Notwithstanding anything to the contrary in this Article VIII, the Committee may, in its sole and exclusive discretion,
determine to pay all or any portion of a Performance Award to a Participant who has terminated employment prior to the end of
an Award Period under certain circumstances (including the death, disability or Retirement of the Participant or a material change
in circumstances arising after the Date of Grant), subject to such terms and conditions as the Committee shall deem appropriate.
8.3 Change
in Control
. Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control,
all Performance Awards for all Award Periods shall immediately become fully payable to all Participants and shall be paid to Participants
within thirty (30) days after such Change in Control.
ARTICLE
IX
TERMS
APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN
9.1 Plan
Provisions Control Award Terms
. The terms of the Plan shall govern all Awards granted under the Plan, and in no event shall
the Committee have the power to grant any Award under the Plan the terms of which are contrary to any of the provisions of the
Plan. In the event any provision of any Award granted under the Plan shall conflict with any term in the Plan as constituted on
the Date of Grant of such Award, the term in the Plan as constituted on the Date of Grant of such Award shall control. Except
as provided in Section 9.3 and Section 9.7, the terms of any Award granted under the Plan may not be changed after the Date
of Grant of such Award so as to materially decrease the value of the Award without the express written approval of the holder.
The Committee may make or enforce limitations so that the number of shares of Stock underlying the Plan and the total amount of
Common Stock available for issuance under Plan does not exceed the applicable percentage as may be required by the laws of the
State of Nevada and the rules and regulations promulgated thereunder, or in accordance with such other securities laws of any
State, the compliance with which the Committee in its sole discretion believes is the in the best interest of the Company.
9.2 Award
Agreement
. No person shall have any rights under any Award granted under the Plan unless and until the Company and the Participant
to whom such Award shall have been granted shall have executed and delivered an Award Agreement or the Participant shall have
received and acknowledged notice of the Award authorized by the Committee expressly granting the Award to such person and containing
provisions setting forth the terms of the Award.
9.3 Modification
of Award After Grant
. No Award granted under the Plan to a Participant may be modified (unless such modification does not
materially decrease the value of that Award) after its Date of Grant except by express written agreement between the Company and
such Participant, provided that any such change (a) may not be inconsistent with the terms of the Plan, and (b) shall
be approved by the Committee.
9.4 Limitation
on Transfer
. Except as provided in Section 7.1(c) in the case of Restricted Shares, a Participant’s rights and
interest under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution and, during
the lifetime of a Participant, only the Participant personally (or the Participant’s personal representative) may exercise
rights under the Plan. The Participant’s Beneficiary may exercise the Participant’s rights to the extent they are
exercisable under the Plan following the death of the Participant. Notwithstanding the foregoing, the Committee may grant Non-Qualified
Stock Options that are transferable, without payment of consideration, to immediate family members of the Participant or to trusts
or partnerships for such family members, and the Committee may also amend outstanding Non-Qualified Stock Options to provide for
such transferability.
9.5 Taxes
.
The Company shall be entitled, if the Committee deems it necessary or desirable, to withhold (or secure payment from the Participant
in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with
respect to any amount payable and/or shares issuable under such Participant’s Award or with respect to any income recognized
upon a disqualifying disposition of shares received pursuant to the exercise of an Incentive Stock Option, and the Company may
defer payment of cash or issuance of shares upon exercise or vesting of an Award unless indemnified to its satisfaction against
any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Committee and shall be
payable by the Participant at such time as the Committee determines in accordance with the following rules:
(a) The
Participant shall have the right to elect to meet his or her withholding requirement (i) by having withheld from such Award
at the appropriate time that number of shares of Common Stock, rounded up to the next whole share, the Fair Market Value of which
is equal to the amount of withholding taxes due, (ii) by direct payment to the Company in cash of the amount of any taxes
required to be withheld with respect to such Award or (iii) by a combination of withholding such shares and paying cash.
(b) The
Committee shall have the discretion as to any Award to cause the Company to pay to tax authorities for the benefit of the applicable
Participant, or to reimburse such Participant for, the individual taxes which are due on the grant, exercise or vesting of any
Award or the lapse of any restriction on any Award (whether by reason of such Participant’s filing of an election under
Section 83(b) of the Code or otherwise), including, but not limited to, Federal income tax, state income tax, local income
tax and excise tax under Section 4999 of the Code, as well as for any such taxes as may be imposed upon such tax payment
or reimbursement.
(c) In
the case of Participants who are subject to Section 16 of the Exchange Act, the Committee may impose such limitations and restrictions
as it deems necessary or appropriate with respect to the delivery or withholding of shares of Common Stock to meet tax withholding
obligations.
9.6 Surrender
of Awards
. Any Award granted under the Plan may be surrendered to the Company for cancellation on such terms as the Committee
and the Participant approve.
9.7 Adjustments
to Reflect Capital Changes
.
(a)
Recapitalization
.
The number and kind of shares subject to outstanding Awards, the Purchase Price or Exercise Price for such shares, the number
and kind of shares available for Awards subsequently granted under the Plan and the maximum number of shares in respect of which
Awards can be made to any Participant in any calendar year shall be appropriately adjusted to reflect any stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other change in capitalization with a similar substantive effect
upon the Plan or the Awards granted under the Plan. The Committee shall have the power and sole discretion to determine the amount
of the adjustment to be made in each case.
(b)
Merger
.
After any Merger in which the Company is the surviving corporation, each Participant shall, at no additional cost, be entitled
upon any exercise of an Option or receipt of any other Award to receive (subject to any required action by stockholders), in lieu
of the number of shares of Common Stock receivable or exercisable pursuant to such Award prior to such Merger, the number and
class of shares or other securities to which such Participant would have been entitled pursuant to the terms of the Merger if,
at the time of the Merger, such Participant had been the holder of record of a number of shares of Common Stock equal to the number
of shares of Common Stock receivable or exercisable pursuant to such Award. Comparable rights shall accrue to each Participant
in the event of successive Mergers of the character described above. In the event of a Merger in which the Company is not the
surviving corporation, the surviving, continuing, successor or purchasing corporation, as the case may be (the “
Acquiring
Corporation
”), will either assume the Company’s rights and obligations under outstanding Award Agreements or substitute
awards in respect of the Acquiring Corporation’s stock for outstanding Awards, provided, however, that if the Acquiring
Corporation does not assume or substitute for such outstanding Awards, the Board shall provide prior to the Merger that any unexercisable
and/or unvested portion of the outstanding Awards shall be immediately exercisable and vested as of a date prior to such merger
or consolidation, as the Board so determines. The exercise and/or vesting of any Award that was permissible solely by reason of
this Section 9.7(b) shall be conditioned upon the consummation of the Merger. Any Options which are neither assumed by the Acquiring
Corporation not exercised as of the date of the Merger shall terminate effective as of the effective date of the Merger.
(c)
Options
to Purchase Shares or Stock of Acquired Companies
. After any merger in which the Company or a Subsidiary shall be a surviving
corporation, the Committee may grant substituted options under the provisions of the Plan, pursuant to Section 424 of the
Code, replacing old options granted under a plan of another party to the merger whose shares of stock subject to the old options
may no longer be issued following the merger. The manner of application of the foregoing provisions to such options and any appropriate
adjustments shall be determined by the Committee in its sole discretion. Any such adjustments may provide for the elimination
of any fractional shares which might otherwise become subject to any Options.
9.8 No
Right to Employment
. No employee or other person shall have any claim of right to be granted an Award under the Plan. Neither
the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the
Company or any of its Subsidiaries.
9.9 Awards
Not Includable for Benefit Purposes
. Payments received by a Participant pursuant to the provisions of the Plan shall not be
included in the determination of benefits under any pension, group insurance or other benefit plan applicable to the Participant
which is maintained by the Company or any of its Subsidiaries, except as may be provided under the terms of such plans or determined
by the Board.
9.10 Governing
Law
. All determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Nevada,
other than the conflict of law provisions thereof, and construed in accordance therewith.
9.11 No
Strict Construction
. No rule of strict construction shall be implied against the Company, the Committee or any other person
in the interpretation of any of the terms of the Plan, any Award granted under the Plan or any rule or procedure established by
the Committee.
9.12 Captions
.
The captions (i.e., all Section headings) used in the Plan are for convenience only, do not constitute a part of the Plan, and
shall not be deemed to limit, characterize or affect in any way any provisions of the Plan, and all provisions of the Plan shall
be construed as if no captions had been used in the Plan.
9.13 Severability
.
Whenever possible, each provision in the Plan and every Award at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of the Plan or any Award at any time granted under
the Plan shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended
to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other
provisions of the Plan, such Award and every other Award at any time granted under the Plan shall remain in full force and effect.
9.14 Amendment
and Termination
.
(a)
Amendment
.
The Board shall have complete power and authority to amend the Plan at any time without the authorization or approval of the Company’s
stockholders. No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore
have been granted under the Plan, materially adversely affect the right of such individual under such Award.
(b)
Termination
.
The Board shall have the right and the power to terminate the Plan at any time. No Award shall be granted under the Plan after
the termination of the Plan, but the termination of the Plan shall not have any other effect and any Award outstanding at the
time of the termination of the Plan may be exercised after termination of the Plan at any time prior to the expiration date of
such Award to the same extent such Award would have been exercisable had the Plan not been terminated.
9.15 Registration
of Shares
.
To
the extent legally available, the Committee shall maintain the right, pursuant to appropriate authorization of the Company and
the Company’s Board and with no further approval of the Company’s shareholders, to register any shares issuable pursuant
to the Plan in any applicable registration statement with the United States Securities and Exchange Commission, including, but
not limited to, a registration statement filed under a Form S-8 Registration Statement.
DATE
ADOPTED BY THE BOARD OF DIRECTORS:
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7/5/18
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DATE
ADOPTED BY THE SHAREHOLDERS:
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7/5/18
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