Page 18 - Proxy-2017
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Annual Meeting.  On June 8, 2015, our Board of Directors again amended the 2010 Plan to increase the number of shares
            of common stock available for issuance from 1,500,000 shares to 2,000,000 shares, which amendment was approved by the
            stockholders at the September 4, 2015 annual meeting of stockholders.  As of July 17, 2017, the Company had 651,406 shares
            available for future stock option grants under the 2010 Plan.

               The purpose of the 2010 Plan is to promote the long-term success of the Company and the creation of stockholder value
            by (a) encouraging employees, outside directors and consultants to focus on critical long-range objectives, (b) encouraging
            the attraction and retention of employees, outside directors and consultants with exceptional qualifications and (c) linking
            employees, outside directors and consultants directly to stockholder interests through increased stock ownership.  The 2010
            Plan seeks to achieve this purpose by providing for awards in the form of options which may constitute incentive stock options
            or nonstatutory stock options.  The Company grants stock options to newly employed officers and as compensation for its
            directors.  For example, the Company granted (i) Robert Dawson, our new President and Chief Executive Officer, options to
            purchase 100,000 shares on the date of his employment (July 17, 2017), and (ii) Gerald T. Garland, a new director, options to
            purchase 24,712 shares on the date of his appointment (June 6, 2017).  Also, the Board granted options to purchase 309,356
            shares in the aggregate to its directors for services rendered in fiscal 2017.  The Company historically has granted options
            to almost all of its employees at the end of each fiscal year.  Although the Board may elect not to grant options to most of its
            employees in the current or future fiscal years, the inability of the Company to continue to grant stock options to its employees
            may negatively affect the Company’s relations with its employees.  Also, the Company may need to grant options to continue
            to attract highly qualified outside directors and officers such as the recent additions of Mr. Garland and Mr. Dawson. The
            Company does not believe that the remaining number of shares available for future grants pursuant to the 2010 Plan over the
            next few years is sufficient for its needs. Therefore, on June 9, 2017, our Board of Directors amended the 2010 Plan, subject
            to stockholder approval, to increase the number of shares of common stock available for issuance by 1,000,000 shares from
            2,000,000 shares to 3,000,000 shares.

            Option Grants
               The following table sets forth with respect to the Named Executive Officers and the various indicated groups, the number
            of shares of Common Stock as of July 17, 2017, subject to the outstanding stock options (both vested and unvested) granted
            under the 2010 Plan, and the weighted average exercise price of the options:

                                                                                       Weighted Average
                                                                   Number of           Exercise Price of
            Name and Position                                     Option Shares        Granted Options

             Howard F. Hill, President, former Chief Executive Officer      127,816                 $2.11
             and Director

             Johnny Walker, former Chief Executive Officer                      -0-                   n/a
             Mark Turfler, Chief Financial Officer                          119,000                 $5.65
             All current executive officers as a group (2 persons)          219,000                 $3.94

             All current non-employee directors as a group (5 persons)      514,767                 $2.67
             All employees, including current officers who are not
             executive officers, as a group (102 persons)                   521,070                 $3.62


            2010 Plan Description
               Following is a summary of the 2010 Plan, a copy of which is attached hereto as Appendix A.

               General
               The 2010 Plan provides for awards of incentive stock options, nonstatutory stock options, stock bonuses, rights to acquire
            restricted stock, and stock appreciation rights.  Incentive stock options granted under the 2010 Plan are intended to qualify as
            “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or the Code.
            Nonstatutory stock options granted under the 2010 Plan are not intended to qualify as incentive stock options under the Code.
            See “Federal Income Tax Information” for a discussion of the principal federal income tax consequences of awards under the
            2010 Plan.

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