Full Press Release Details
2025 EQUITY INDUCEMENT PLAN
ADOPTED BY THE BOARD OF DIRECTORS:
(a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Eligible
Employees to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common
Stock through the granting of Awards.
(b) Available Awards. The Plan provides for the inducement grant of
the following Awards: (i) Nonstatutory Stock Options and (ii) RSU Awards in accordance with Nasdaq Listing Rule 5635(c)(4).
(c) Adoption Date; Effective Date. The Plan will come into existence on the Adoption Date, but no Award may be granted
prior to the Effective Date.
2. SHARES SUBJECT TO THE PLAN.
(a) Share Reserve. Subject to adjustment in accordance with Section 2(b) and any adjustments as necessary to
implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 589,585 shares.
(b) Share Reserve Operation.
(i) Limit Applies to Common Stock Issued Pursuant to Awards. The Share Reserve is a limit on the number of shares of
Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue
shares pursuant to such Awards.
(ii) Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share
Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under the Plan: (1) the expiration or
termination of any portion of an Award without the shares covered by such portion of the Award having been issued, (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock), (3) the
withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of an Award; or (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding
obligation in connection with an Award.
(iii) Reversion of Previously Issued Shares of Common Stock to Share
Reserve. The following shares of Common Stock previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan:
(1) any shares that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares; (2) any shares that are reacquired by the Company to satisfy the
exercise, strike or purchase price of an Award; and (3) any shares that are reacquired by the Company to satisfy a tax withholding obligation in connection with an Award.
3. ELIGIBILITY AND LIMITATIONS.
(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. 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) Limitations on Nonstatutory Stock Options. Nonstatutory Stock Options may not be granted to Eligible Employees
unless the stock underlying such Awards is treated as service recipient stock under Section 409A or unless such Awards otherwise comply with the requirements of Section 409A.
(c) Approval Requirements. All Awards must be granted either by a majority of the Company s Independent Directors
or the Independent Compensation Committee.
Each Option will have such terms and conditions as determined by the Board. Each Option will be designated in writing as a
Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated, then such Option will be a Nonstatutory Stock Option, and the shares purchased upon exercise of each type of Option will be separately
accounted for. The terms and conditions of separate Options need not be identical; provided, however, that each Option Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the
substance of each of the following provisions:
(a) Term. No Option will be exercisable after the expiration of ten
years from the date of grant of such Award or such shorter period specified in the Award Agreement.
Strike Price. The exercise or strike price of each Option will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing, an Option may be granted with an exercise or strike price lower than
100% of the Fair Market Value on the date of grant of such Award if such Award is granted pursuant to an assumption of or substitution for another option pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections
409A and, if applicable, 424(a) of the Code.
(c) Exercise Procedure and Payment of Exercise Price for
Options. In order 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 Board has 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 utilize a particular method of payment.
The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by one or more of the following methods of payment to the extent set forth in the Option Agreement:
(i) by cash or check, bank draft or money order payable to the Company;
(ii) pursuant to a cashless exercise program developed
under Regulation T as promulgated by the U.S. Federal Reserve Board that, prior to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to
pay the exercise price to the Company from the sales proceeds;
(iii) by delivery to the Company (either by actual
delivery or attestation) of shares of Common Stock that are already owned by the Participant free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not exceed the exercise
price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment,
(3) such delivery would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated shares are endorsed or accompanied by an executed assignment separate from certificate, and
(5) such shares have been held by the Participant for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery;
(iv) if the Option is a Nonstatutory Stock Option, by a net exercise arrangement pursuant to which the
Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) such shares used
to pay the exercise price will not be exercisable thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other permitted form of payment; or
(v) in any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.
(d) Transferability. Options may not be transferred to third party financial institutions for value. The Board may
impose such additional limitations on the transferability of an Option as it determines. In the absence of any such determination by the Board, the following restrictions on the transferability of Options will apply, provided that except as
explicitly provided herein, an Option may not be transferred for consideration:
(i) Restrictions on Transfer. An
Option will not be transferable, except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer of an Option in
a manner that is not prohibited by applicable tax and securities laws upon the Participant s request, including to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of
the Code and applicable state law) while such Option is held in such trust, provided that the Participant and the trustee enter into a transfer and other agreements required by the Company.
(ii) Domestic Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a
format acceptable to the Company and subject to the approval of the Board or a duly authorized Officer, an Option may be transferred pursuant to a domestic relations order.
(e) Vesting. The Board may impose such restrictions on or
conditions to the vesting and/or exercisability of an Option as determined by the Board. Except as otherwise provided in the applicable Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of
Options will cease upon termination of the Participant s Continuous Service.
(f) Termination of Continuous
Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant s Continuous Service is terminated for Cause, the
Participant s Options will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the
date of such termination of Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject to the forfeited Award, or any consideration in respect of the forfeited
(g) Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than
Cause. Subject to Section 4(i), if a Participant s Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Option to the extent vested, but only within the following period of time or,
if applicable, such other period of time provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such Award be exercised after the expiration of its
maximum term (as set forth in Section 4(a)):
(i) three months following the date of such termination if such
termination is a termination without Cause (other than any termination due to the Participant s Disability or death);
(ii) 12 months following the date of such termination if such termination is due to the Participant s Disability;
(iii) 12 months following the date of such termination if such termination is due to the Participant s death;
(iv) 12 months following the date of the Participant s death if such death occurs following the date of
such termination but during the period such Award is otherwise exercisable (as provided in (i) or (ii) above).
Following the date of
such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award
will terminate, and the Participant will have no further right, title or interest in the terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration in respect of the terminated Award.
(h) Restrictions on Exercise; Extension of Exercisability. A Participant may not exercise an Option at any time
that the issuance of shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a
Participant s Continuous Service terminates for any reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the exercise of the Participant s Option would be
prohibited solely because the issuance of shares of Common Stock upon such exercise would violate Applicable Law, or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate the Company s Trading
Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar month that commences following the date the Award would otherwise expire,
with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise
period, generally without limitation as to the maximum permitted number of extensions; provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)).
(i) Non-Exempt Employees. No Option, whether or not vested, granted to