Full Press Release Details
2024 INDUCEMENT PLAN
ADOPTED BY THE BOARD OF DIRECTORS: March 6,
(a) Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy
the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1, and any successor rule or guidance. A person who
previously served as an Employee or Director will not be eligible to receive Awards under the Plan, other than following a bona fide period of non-employment. Persons eligible to receive grants of
Awards under this Plan are referred to in this Plan as Eligible Employees. These Awards must be approved by either a majority of the Company s Independent Directors (as such term is defined in Nasdaq
Marketplace Rule 5605(a)(2)) ( Independent Directors ) or the Company s compensation committee, provided such committee is comprised solely of Independent Directors of the Company (the Independent
Compensation Committee ) in order to comply with the exemption from the stockholder approval requirement for inducement grants provided under Rule 5635(c)(4) of the Nasdaq Marketplace Rules. Nasdaq Marketplace Rule
5635(c)(4) and the related guidance under Nasdaq IM 5635-1 (together with any analogous rules or guidance effective after the date hereof, the Inducement Award Rules ).
(b) Purpose. The Plan, through the grant of Awards, is intended to (i) provide a material inducement for certain individuals
to enter into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Marketplace Rules, (ii) help the Company secure and retain the services of Eligible Employees, (iii) provide incentives for such persons to exert
maximum efforts for the success of the Company and any Affiliate, and (iv) provide a means by which such persons may benefit from increases in value of the shares of Common Stock.
(c) Available Awards. The Plan provides for the grant of the following Awards: (i) Nonstatutory Stock Options;
(ii) SARs; (iii) Restricted Stock Awards; (iv) RSU Awards; (v) Performance Cash Awards; (vi) Performance Stock Awards; and (vii) Other Stock Awards.
(a) Administration by Board. The Board will administer the Plan; provided, however, that Awards may only be granted by either
(i) a majority of the Company s Independent Directors or (ii) the Independent Compensation Committee. Subject to those constraints and the other constraints of the Inducement Award Rules, the Board may delegate administration of the
Plan to a Committee or Committees, as provided in Section 2(e).
(b) Eligible Award Recipients. Awards may only be
granted to persons who are Eligible Employees described in Section 1(a) of the Plan, where the Award is an inducement material to the individual s entering into employment with the Company or an Affiliate within the meaning of Rule
5635(c)(4) of the Nasdaq Marketplace Rules or is otherwise permitted pursuant to Rule 5635(c) of the Nasdaq Marketplace Rules.
Approval Requirements. All Awards must be granted either by a majority of the Company s Independent Directors or by the Independent Compensation Committee.
(d) Powers of Board. The Board will have the power, subject to, and within the
limitations of, the express provisions of the Plan and the Inducement Award Rules:
(i) To determine (A) who will be granted
Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted; (D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive
cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award; (F) the Fair Market Value applicable to a Stock Award; and (G) the terms of any Performance Award that is not
valued in whole or in part by reference to, or otherwise based on, the Common Stock, including the amount of cash payment or other property that may be earned and the timing of payment.
(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for
administration of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the
extent it will deem necessary or expedient to make the Plan or Award fully effective.
(iii) To settle all controversies regarding
the Plan and Awards granted under it.
(iv) To accelerate, in whole or in part, the time at which an Award may be exercised or vest
(or the time at which cash or shares of Common Stock may be issued in settlement thereof).
(v) To prohibit the exercise of any
Option, SAR or other exercisable Award during a period of up to thirty days prior to the consummation of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash
dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the Common Stock including any Corporate Transaction, for reasons of administrative convenience.
(vi) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or
termination of the Plan will not materially impair a Participant s rights under the Participant s then-outstanding Award without the Participant s written consent except as provided in subsection (ix) below.
(vii) To amend the Plan in any respect deemed necessary or advisable, including, without limitation, by adopting amendments relating to
certain nonqualified deferred compensation under Section 409A of the Code and/or ensuring that the Plan and Awards are exempt from or compliant with the requirements for nonqualified deferred compensation under Section 409A of the Code,
subject to the limitations, if any, of applicable law. The Company will seek stockholder approval of any amendment of the Plan if required by applicable law or listing requirements. Except as otherwise provided in the Plan or an Award Agreement, no
amendment of the Plan will materially impair a Participant s rights under an outstanding Award without the Participant s written consent.
(viii) To the extent required by applicable law, to submit any amendment to the Plan for stockholder approval.
(ix) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not
limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that a
Participant s rights under any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in writing.
(x) Generally, to exercise such powers and to perform such acts as deemed necessary
or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.
(xi) To adopt such procedures and sub-plans as are necessary or appropriate to permit
participation in the Plan by Employees who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement that are required for
compliance with the laws of the relevant foreign jurisdiction).
(xii) To effect, with the consent of any adversely affected
Participant, and subject to stockholder approval if required by applicable law or listing requirements (including the Inducement Award Rules) (A) the reduction of the exercise, purchase or strike price of any outstanding Stock Award;
(B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or
(6) other valuable consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering the same or a different number of shares of Common Stock as the cancelled Stock Award and (y) granted under
the Plan or another equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting principles.
Notwithstanding anything in the foregoing to the contrary, (1) a Participant s rights will not be deemed to have been impaired by any such amendment
if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any
one or more Awards without the affected Participant s consent (A) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code; or (B) to comply with other applicable laws or
listing requirements.
(i) General. Subject to the terms of Section 2(a), the Board may delegate some or all of the administration of the Plan to a
Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee,
including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee, as
applicable). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Board may retain the authority to
concurrently administer the Plan with the Committee and may, at any time, subject to the Inducement Award Rules, revest in the Board some or all of the powers previously delegated.
(i) Rule 16b-3 Compliance. In cases where a Committee s actions are required to
comply with Rule 16b-3, the relevant Committee shall consist solely of two or more directors that qualify as Non-Employee Directors, in accordance with Rule 16b-3.
(f) Effect of Board s Decision. All determinations, interpretations and
constructions made by the Board or any Committee in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.
(a) Share Reserve. The aggregate number of shares of
Common Stock that may be issued pursuant to Stock Awards will not exceed 1,500,000 shares (the Share Reserve ), subject to adjustment as necessary to implement any Capitalization Adjustments.
For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to
the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if
applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.
(b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates
without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset)
the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased or reacquired by the Company for any reason, including
because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the Plan. Any
shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise, strike or purchase price of a Stock Award will again become available for issuance under the Plan.
(c) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock,
including shares repurchased by the Company on the open market or otherwise.
Awards may only be granted to persons who are Eligible Employees; provided however, that Awards may not be granted to Eligible Employees
who are providing Continuous Service only to any parent of the Company, as such term is defined in Rule 405 of the Securities Act, unless (i) the stock underlying such Awards is treated as service recipient stock under
Section 409A of the Code (for example, because the Awards are granted pursuant to a corporate transaction such as a spin off transaction), or (ii) the Company, in consultation with its legal counsel, has determined that such Awards are
otherwise exempt from or comply with the distribution requirements of, Section 409A of the Code.
Each Option or SAR will
be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be Nonstatutory Stock Options, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common
Stock purchased on exercise. The provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Award
Agreement or otherwise) the substance of each of the following provisions:
(a) Term. No Option or SAR will be exercisable
after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement.
(b) Exercise Price. The exercise or strike price of each Option or SAR will be
not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of the
Fair Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a corporate transaction and in a manner consistent with the
provisions of Section 409A of the Code. Each SAR will be denominated in shares of Common Stock equivalents.
Price Procedure and Purchase Price for Options. To exercise an Option, the Participant must provide notice of exercise to the Plan administrator in accordance with the procedures specified in the Option Agreement or otherwise provided by the
Company. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set
forth below. The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use
a particular method of payment. The permitted methods of payment are as follows: