Amendment to Equity Incentive Plan Regarding Fair Market Value and Capitalization Adjustments
This document amends the company's Equity Incentive Plan. It updates how the fair market value of company stock is determined, specifying that it will be based on the closing price reported by Nasdaq or, if unavailable, determined in good faith by the plan committee. It also revises how the plan adjusts awards and share counts in the event of stock splits, mergers, or other changes in the company's capital structure, giving the board authority to make appropriate adjustments. These changes affect how stock options and similar awards are managed for plan participants.
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Exhibit 10.2. Equity Incentive Plan
Section 2 – Definitions and Rules of Construction of the Equity Incentive Plan was amended to read as follows:
“Fair Market Value: means, for any given date, the closing market price for a share of Company Stock as a Nasdaq Stock Market LLC security reported by the National Association of Securities Dealers, Inc. Automated Quotation System (“Nasdaq”) for that date (or, if no such prices are so reported for such date, for the latest preceding date on which such sale prices were so reported). If the Fair Market Value for a given date cannot be determined by reference to Nasdaq, it shall be determined in good faith by the Committee.”
Section 14 –Adjustments upon Changes in Capitalization of the Equity Incentive Plan was amended in its entirety to read as follows:
“In the event of a stock split, stock dividend, reverse stock split, combination of shares or conversion or exchange of voting shares for non-voting shares, the Board shall make a proportionate adjustment to the number and kind of shares available for issuance in the aggregate and to any individual under and pursuant to the Plan (including the settlement of ISOs), the number and kind of shares covered by outstanding Options and the per share exercise price of such Options, the numbers of outstanding SARs and Share Units and the terms of Foreign Awards. In the event of a reorganization or recapitalization, merger, consolidation or similar transaction involving the Company, a rights offering or any other change in the corporate or capital structure of the Company (other than as provided in the immediately preceding sentence), the Board shall make such adjustments as it may deem appropriate in the number and kind of shares available for issuance in the aggregate and to any individual under and pursuant to the Plan (including in settlement of ISOs), the number and kind of shares covered by outstanding Options and the per share exercise price of such Options, the numbers of outstanding SARs and Share Units and the terms of Foreign Awards. Any adjustment with respect to an ISO in connection with a transaction to which Section 424(a) of the Code (or its successor) applies shall be made in accordance therewith unless the Board specifically determines otherwise.”
