Second Amendment to the Amended and Restated 2006 Equity Incentive Plan (Effective February 15, 2013)
This amendment updates the company's 2006 Equity Incentive Plan, specifically changing how non-employee directors and advisory board members receive equity awards when they join the board. It sets out the timing, type, and value of initial grants, allowing recipients to choose between restricted stock, restricted stock units, or stock options. The amendment also specifies the grant amounts for different board roles. The changes are effective as of February 15, 2013.
EXHIBIT 4.3
Second Amendment to the
Amended and Restated 2006 Equity Incentive Plan
(Effective February 15, 2013)
Section 3(b)(i) shall be deleted and replaced with the following:
(i) Initial Grants. Effective 10 days from the date on which a non-employee director is first elected or appointed, whether elected by the shareholders of the Company or appointed by the Board to fill a Board vacancy, he or she shall receive an automatic grant of Restricted Stock (or RSUs if selected by the director with such delivery deferral as the director may select) and options with the number of shares, RSUs and options based upon Fair Market Value. Advisory Board members shall receive grants upon initial appointment to the Advisory Board or the Approval Date, if later. In lieu of Restricted Stock or RSUs, the person may elect to receive options for the entire grant.
| Options | Restricted |
Initial Grants
|
|
|
Initial appointment as Chairman of the Board | $75,000 | $75,000 |
Initial election or appointment of a non-employee director | $40,000 | $40,000 |
Initial appointment as a Director Advisor | $15,000 | $10,000 |
