Amendment to 2006 Non-Employee Director Stock Plan (March 31, 2009)
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Summary
This amendment, adopted by the Board of Directors on March 31, 2009, increases the number of shares available under the 2006 Non-Employee Director Stock Plan by 55,000. It also adds provisions regarding directors who choose to receive their 2009 cash fees in stock, specifying that these shares will be restricted until shareholders approve a dissolution and liquidation plan. If such approval occurs, directors may forfeit a portion of these shares based on their status and the timing of the approval. Any forfeited shares and related dividends will not vest.
EX-10.1 2 ex10-1.htm AMENDMENT TO THE 2006 NON-EMPLOYEE DIRECTOR STOCK PLAN ex10-1.htm
Exhibit 10.1
Amendment to Non-Employee Director Stock Plan as of March 31, 2009
Pursuant to a resolution adopted by the Board of Directors on March 31, 2009, the 2006 Non-Employee Director Stock Plan (the “Plan”) is hereby amended by increasing the number of shares available under Section 3 of the Plan by 55,000 shares and by adding the following to the end of Section 7 of the Plan:
Notwithstanding anything in this Section 7 to the contrary, in the event an Eligible Director elects to receive his cash director fees for the 2009 calendar year in shares of Stock, such shares shall be restricted (the “2009 Restricted Stock”) until such time as a shareholders meeting is held to approve the plan of dissolution and complete liquidation. If the shareholders approve the plan of dissolution and complete liquidation (“Shareholder Approval”), then such director, to the extent not then known to be a continuing Eligible Director for the 2009 calendar year (“Continuing Director”), shall immediately forfeit a pro rata portion of the 2009 Restricted Stock which amount shall be determined by multiplying the number of shares of 2009 Restricted Stock by a fraction the numerator of which shall be the number of days that remain in calendar year 2009 and the denominator of which shall be 365. To the extent such director is then known to be a Continuing Director, then the amount of 2009 Restricted Stock that shall be immediately forfeited shall be determined to take into account the new fees for the Board following Shareholder Approval. For example, if Shareholder Approval is obtained on June 30, 2009, and the new fees for the Board after Shareholder Approval is $15,000 on an annual basis, then the Continuing Director shall forfeit the amount of shares of 2009 Restricted Stock which exceed the value of $32,500 ($50,000 divided by 2 plus $15,000 divided by 2) using the fair market value of the Stock on March 31, 2009. All shares of Restricted Stock that are not forfeited pursuant to this formula shall immediately vest. Any dividends paid on shares of 2009 Restricted Stock that are forfeited under this subsection shall also be forfeited.
