Summary of the Restated Plan
The material features of the Restated Plan are summarized below. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Restated Plan, which is included as Annex A hereto and incorporated herein by reference. Capitalized terms used herein and not defined shall have the meanings set forth in the Restated Plan.
Purpose. The purposes of the Restated Plan are to attract and retain the best available personnel, to provide additional incentive to our employees, consultants, and non-employee directors, and to promote the success of our business.
Administration. The Restated Plan may be administered by our Board or a committee, which our Board may appoint from among its members (the “Administrator”). Subject to the provisions of the Restated Plan, the Administrator has the authority to: (i) interpret the Restated Plan, apply its provisions and reconcile any inconsistency, correct any defect and supply any omission in the plan or an award agreement; (ii) prescribe, amend or rescind rules and regulations relating to the Restated Plan; (iii) select the persons to whom awards are to be granted; (iv) subject to individual fiscal year limits applicable to each type of award, determine the number of shares or equivalent units to be made subject to each award; (v) determine whether and to what extent awards are to be granted; (vi) determine the terms and conditions applicable to awards generally and of each individual award (including the provisions of the award agreement to be entered into between the Company and the participant), including any performance goals applicable to such individual award; (vii) amend any outstanding award subject to applicable legal restrictions; (viii) authorize any person to execute, on our behalf, any instrument required to effect the grant of an award; (ix) approve forms of agreement for use under the Restated Plan; (x) allow participants to satisfy withholding tax obligations by tendering cash or shares owned by the participant or electing to have the Company withhold from the shares or cash to be issued that number of shares or cash having a fair market value equal to the maximum amount required to be withheld; (xi) reduce the exercise price of an award to the then current fair market value if the fair market value of the stock covered by the award has declined since the date the award was granted, provided our stockholders have approved such action; (xii) institute an award exchange program, provided that no exchange will cause the exercise price of an award to be reduced unless our stockholders have approved such action; (xiii) determine the fair market value of our stock; and (xiv) subject to certain limitations, take any other actions and make all other determinations deemed necessary or advisable for the administration of the Restated Plan. All decisions, interpretations and other actions of the Administrator shall be final and binding on all holders of awards and on all persons deriving their rights therefrom.
Types of Awards. Awards granted under the Restated Plan may be ISOs, nonstatutory stock options, restricted stock, RSUs, SARs, performance units, or deferred stock units, as determined by the Administrator at the time of grant.
Shares Available. The Restated Equity Plan authorizes an increase of 4,500,000 in the number of shares available for issuance under the Restated Plan over the existing share reserve under the Existing Plan. Accordingly, subject to adjustment for changes in capitalization and the share counting provisions of the Existing 2005 Plan, as of the Restatement Effective Date, such number of shares will be available for grant under the Restated Plan as is equal to 5,690,659 shares (representing the sum of 1,190,659 shares available for issuance under the Existing Plan as of March 14, 2025, plus 4,500,000 newly authorized shares approved by the Company’s stockholders on the Restatement Effective Date) less the number of shares, if any, subject to awards granted under the Existing Plan between March 14, 2025 and the Restatement Effective Date, and increased by the number of shares, if any, subject to awards forfeited back to the Existing Plan pursuant to the terms of the Existing Plan between March 14, 2025 and the Restatement Effective Date.
A maximum of 10,000,000 shares will be available for issuance upon exercise of any ISO granted under the Restated Plan.
The shares of stock covered by the Restated Plan may be authorized but unissued shares, or reacquired shares. To the extent that an award terminates, expires, or lapses for any reason, or, with respect to restricted stock, RSUs, performance units, performance shares, deferred stock units or dividend equivalents, is forfeited to or repurchased by us due to the failure to vest, the unpurchased shares (or for awards other than options or SARs the forfeited or repurchased shares) which were subject thereto will become available for future grant or sale under the Restated Plan (unless the Restated Plan has terminated). Notwithstanding the foregoing, the following shares will not become available again for issuance or delivery under the Restated Plan(a) shares subject to an option that are tendered or withheld in payment of the exercise price of an option; (b) shares covered by, but not issued upon settlement of, stock-settled stock appreciation rights; (c) shares delivered to, or withheld by, the Company to satisfy any tax withholding obligation with respect to an option or stock appreciation right; or (d) shares purchased on the open market with the proceeds from an option exercise. Shares that have actually been issued under the Restated Plan under any award will generally not be returned to the Restated Plan and will generally not become available for future distribution under the Restated Plan, however, if shares issued pursuant to awards of restricted stock, RSUs, performance shares, performance units, deferred stock units or dividend equivalents are repurchased by us or are
