SUMMARY OF STOCK INCENTIVE PLAN
The following summary provides a general description of the material features of the Plan and is qualified in its entirety by reference to
the full text of the Plan, attached as
Exhibit B
, and the proposed amendment to the Plan, attached as
Exhibit A
.
General.
As noted above, the Plan, originally effective as of October 1, 2008, amended and restated effective as of
May 14, 2014 and further amended on May 18, 2016, was adopted to serve the following purposes: (i) to advance the interests of the Company by attracting and retaining high caliber employees and other key individuals; (ii) to
align the interests of the Companys shareholders and recipients of awards under the Plan by increasing the proprietary interest of such recipients in the Companys growth and success; and (iii) to motivate award recipients to act in
the long-term best interests of the Company and its shareholders.
Administration.
The Plan is generally administered
by our Compensation Committee;
provided,
that the Plan authorizes the full Board or a subcommittee of our Board to function as the plan administrator, and permits the Compensation Committee to delegate to
Co-Chairmen
of the Company or to the Chief Executive Officer the plan administrators duties and authority under the Plan with respect to granting awards to individuals who are not subject to
Section 16 of the Securities Exchange Act of 1934, as amended, and who are not expected to be covered employees for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code). As
discussed under
Compensation Committee
, our Compensation Committee members meet the requirements of being
non-employee
directors within the meaning of Rule
16b-3(a)(3)
and outside directors under Section 162(m). The administrator of the Plan is referred to herein as the plan administrator.
The plan administrator is authorized to determine the individuals who will receive awards (the participants), the types of
awards to be granted, the number of shares to be subject to each award, the price of the awards granted, the terms and conditions of such awards, including any performance criteria, any payment terms, payment method and the expiration date
applicable to each award. The plan administrator is also authorized to establish, adopt or revise rules relating to the administration of the Plan.
Authorized Shares.
Currently, 1,400,000 shares of the Companys Common Stock may be subject to awards under the Plan, which would be increased to a total of 1,800,000 shares of the
Companys common stock if this amendment is approved. The shares of the Companys Common Stock so reserved are subject to adjustment in the event of a stock split, stock dividend, recapitalization, reorganization, merger, consolidation,
combination, exchange of shares, liquidation,
spin-off
or other similar event. If any award granted under the Plan expires or otherwise terminates for any reason without having been exercised or settled in
full, or if shares subject to forfeiture are forfeited, any such shares reacquired or subject to a terminated award will again become available for issuance under the Plan.
Eligibility
. All employees and directors, officers and consultants who perform services for the Company or a subsidiary of the Company (as defined in the Plan) will be eligible to receive awards.
The plan administrator has the discretion to select participants and determine the form, amount and timing of each award to such persons, the exercise price or base price associated with the award, the time and conditions of exercise or settlement
of the award and all other terms and conditions of an award.
Forms of Awards
. Awards under the Plan may include one or
more of the following types: (i) stock options (both nonqualified and incentive stock options); (ii) stock appreciation rights (SARs); (iii) restricted stock awards; (iv) stock awards; and (v) performance share awards.
Stock options are rights to purchase a specified number of shares of the Companys Common Stock at a price fixed by the
plan administrator as of the date of grant. The exercise price of each option may not be less than the fair market value of a share of Common Stock on the date of grant. Options expire no later than ten years after the date of grant. However, any
incentive stock option may only be granted to an employee of the Company or a subsidiary (as defined in Section 424 of the Code), and if granted to a person who at the time of grant owns
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