Based on historical usage and expected practices, we estimate that the 1,000,000 additional
shares, when aggregated with the shares currently available for issuance under the Plan, minus the contingent grants made in the first quarter 2020, would be sufficient for two additional years of awards under the Plan. Approval of the amendment
would allow the Company to continue to grant incentive awards and reward opportunities under the Plan.
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, May 16, 2018 and May 15, 2019, 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, 3,900,000 shares of the Companys Common Stock may be subject to awards under the Plan, which would
be increased to a total of 4,900,000 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.
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