Page 19 - Proxy-2017
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Administration

               Unless it delegates administration to a committee as described below, our Board will administer the 2010 Plan.  Subject to
            the provisions of the 2010 Plan, the Board has the power to construe and interpret the 2010 Plan and to determine the persons
            to whom and the dates on which awards will be granted, what types or combinations of types of awards will be granted, the
            number of shares of common stock to be subject to each award, the time or times during the term of each award within which
            all or a portion of such award may be exercised, the exercise price or purchase price of each award, the types of consideration
            permitted to exercise or purchase each award and other terms of the awards.

               The Board has the power to delegate administration of the 2010 Plan to a committee composed of one or more directors.
            In the discretion of the Board, a committee may consist solely of two or more “Outside Directors” or two or more “Non-
            Employee Directors” (as such terms are defined in the 2010 Plan).  Within the scope of such authority, the Board or the
            committee may (1) delegate to a committee of one or more directors who are not Outside Directors the authority to grant
            awards to eligible persons who are either (a) not then “Covered Employees” (as such term is defined in the 2010 Plan) and
            are not expected to be Covered Employees at the time of recognition of income resulting from such Stock Award or (b) not
            persons with respect to whom the Company wishes to comply with Section 162(m) of the Code or (2) delegate to a committee
            of one or more directors who are not Non-Employee Directors the authority to grant awards to eligible persons who are not
            then subject to Section 16 of the Securities Exchange Act of 1934.

               Our Board may, from time to time, delegate the administration of the 2010 Plan and the grant of incentive stock options
            to non-executives to committees established by the Board.  As used in this section with respect to the 2010 Plan, references to
            the “Board” include any such committee to which the Board may delegate administration of the 2010 Plan.

               Number of Shares Subject to the 2010 Plan
               Subject to the provisions of subsection 11(a) of the 2010 Plan relating to adjustments upon changes in common stock, an
            aggregate of 2,000,000 shares of common stock have been set aside and reserved for issuance under the 2010 Plan, of which
            651,406 shares were available for future grant as of July 17, 2017.
               If awards granted under the 2010 Plan expire or otherwise terminate without being exercised in full, the shares of
            common stock not acquired pursuant to such awards will again become available for issuance under the 2010 Plan.  If shares
            of common stock issued pursuant to awards under the 2010 Plan are forfeited to or repurchased by us, the forfeited or
            repurchased stock will again become available for issuance under the 2010 Plan.

               If shares of common stock subject to an award are not delivered to a participant because such shares are withheld for
            payment of taxes incurred in connection with the exercise of an option, or the issuance of shares under a stock bonus award or
            restricted stock award, or the award is exercised through a reduction of shares subject to the award (“net exercised”), then the
            number of shares that are not delivered will not again be available for issuance under the 2010 Plan.  In addition, if the exercise
            price of any award is satisfied by the tender of shares of common stock to us (whether by actual delivery or attestation), the
            shares tendered will not again be available for issuance under the 2010 Plan.

               Eligibility

               Incentive stock options may be granted under the 2010 Plan only to employees of the Company and its affiliates.
            Employees, directors and consultants of both the Company and its affiliates are eligible to receive all other types of awards
            under the 2010 Plan.

               No incentive stock option may be granted under the 2010 Plan to any person who, at the time of the grant, owns (or is
            deemed to own) stock possessing more than 10% of the total combined voting power of the Company or any affiliate of the
            Company, unless the exercise price is at least 110% of the fair market value of the stock subject to the option on the date of
            grant and the term of the option does not exceed five years from the date of grant.  In addition, the aggregate fair market value,
            determined at the time of grant, of the shares of common stock with respect to which incentive stock options are exercis-
            able for the first time by any option holder during any calendar year (under the 2010 Plan and any other such plans of the
            Company and its affiliates) may not exceed $100,000.
               No employee may be granted options under the 2010 Plan exercisable for more than 100,000 shares of common stock
            during any twelve-month period, which we refer to as the Section 162(m) limitation.

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