Full Press Release Details
2024 INDUCEMENT PLAN
EFFECTIVE AS OF: OCTOBER 3, 2024
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 (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) are referred
to in this Plan as the "Inducement Award Rules."
Purpose. This Plan, through the granting 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 and any Affiliate 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 be given
an opportunity to benefit from increases in value of the Common Stock.
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 Awards; and (vi) Other Awards.
Date. The Plan will come into existence on the Effective Date.
2. SHARES SUBJECT TO THE PLAN.
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 2,000,000
Applies to Common Stock Issued Pursuant to Awards. For clarity, 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.
Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE
Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will
not reduce the number of shares available for issuance under the Plan.
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; (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation
in connection with an Award.
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.
Award Limitations. Subject to the terms of the Plan, Awards may be granted to 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; 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) unless (i) the stock underlying
such Awards is treated as "service recipient stock" under Section 409A because the Awards are granted pursuant to a corporate
transaction (such as a spin off transaction) or (ii) such Awards otherwise comply with the distribution requirements of Section 409A.
Requirements. All Awards must be granted by either a majority of Independent Directors or the Independent Compensation Committee
in accordance with the Inducement Award Rules.
4. OPTIONS AND STOCK APPRECIATION RIGHTS.
Each Option and SAR will have
such terms and conditions as determined by a majority of Independent Directors or the Independent Compensation Committee. All Options
will be Nonstatutory Stock Options and, if certificates are issued, a separate certificate or certificates will be issued for the shares
of Common Stock purchased upon exercise. Each SAR will be denominated in shares of Common Stock equivalents. The terms and conditions
of separate Options and SARs need not be identical; provided, however, that each Option Agreement and SAR Agreement will conform
(through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following
No Option or SAR 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.
or Strike Price. The exercise or strike price of each Option or SAR will not be less than 100% of the Fair Market Value on
the date of grant of such Award. Notwithstanding the foregoing, an Option or SAR 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 or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section 409A.
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.
A majority of Independent Directors or the Independent Compensation Committee 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 a majority of Independent Directors or the Independent Compensation Committee, by one or more of the following
methods of payment to the extent set forth in the Option Agreement:
cash or check, bank draft or money order payable to the Company;
to a "cashless exercise" program developed under Regulation T as promulgated by the 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;
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;
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
any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.
Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must provide notice
of exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable to a Participant upon
the exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value on the date of
exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being exercised under
such SAR, over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the form of Common
Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board and specified
in the SAR Agreement.
(e) Transferability.
Options and SARs may not be transferred to third party financial institutions for value. The Board may impose such additional limitations
on the transferability of an Option or SAR as it determines. In the absence of any such determination by the Board, the following restrictions
on the transferability of Options and SARs will apply, provided that except as explicitly provided herein, neither an Option nor a SAR