2019 Stock Compensation Plan

1.            Up to 500,000 shares of common stock are reserved for issuance pursuant to this Plan. At the option of the Company, the shares of stock issuable pursuant to the Plan will be restricted securities as that term is defined in Rule 144 of the Securities and Exchange Commission.

 

2.            The number of shares to be offered to each Participant will be equal to the number determined by dividing the compensation to be satisfied through the issuance of shares by the Price Per Share. The Price Per Share will be equal to the closing price of the Company’s common stock on the date prior to the date the Acceptance Form is delivered to the Participant except that a higher or a lower price may be set by the Company’s Compensation Committee. However in no case may the Price Per Share be less than 80% of the closing price of the Company’s common stock on the date prior to the date the Acceptance Form is delivered to the Participant.

 

 

3.            If the Company is willing to offer shares of its common stock to any Participant in accordance with this Plan, the Company will provide the Participant with the attached Acceptance Form. A Participant wanting to accept the terms outlined in the Acceptance Form will be required to sign the form and return it to the Company by the date indicated on the form.

 

4.            The Company, in its sole discretion, may determine that any eligible Participant will not, on any or on one or more occasions, be offered the opportunity to receive shares of common stock pursuant to this Plan.

 

5.            The agreement of any Participant to accept shares of common stock in lieu of compensation is subject to approval by the Company’s board of directors, which approval may be refused for any reason.

 

6.            At the time the shares are issued, the Participant will incur taxable income equal to the market price of the Company's common stock on the date the Company’s board of directors approves the issuance of shares to the Participant. If the Participant is employed by the Company on the date the shares are issued, the Company may require the Participant to pay the Company all applicable federal and state withholding taxes with respect to such income or, may withhold such amounts from the Participant. If the Participant is not employed by the Company on the date the shares are issued, the delivery of the shares may be conditioned, at the Company’s option, upon the Participant tendering to the Company an amount equal to all applicable federal and state withholding taxes. Federal withholding taxes will be based upon the then current provisions of the Internal Revenue Code for withholding taxes plus the Participant’s share of Social Security and Medicaid taxes.

 

7.            The Company makes no representations to a Participant that the shares which may be issued pursuant to this Plan will ultimately have any value whatsoever.

 

8.            This Plan will terminate on December 31, 2021, after which date the Company may not issue any shares of common stock pursuant to this Plan.