3: APPROVAL OF AN AMENDMENT TO THE 2009 EMPLOYEE STOCK PURCHASE PLAN
Employee Stock Purchase Plan (the “ESPP”) was adopted by our Board of Directors and approved by our shareholders in
2009. Under the ESPP, eligible employees have the opportunity to purchase shares of our common stock at a discount. Our Board
believes that the ESPP is in the best interests of the Company and our shareholders, because enabling employees to own shares
of common stock aligns our employees’ interests with those of our shareholders.
of March 25, 2019, there were 36,626 remaining shares available for issuance under the ESPP.
February 2019, the Board of Directors approved a proposal to amend the ESPP to increase the number of shares authorized for issuance
under the ESPP by 250,000 shares. We are seeking shareholder approval of this amendment to the ESPP.
forth below is a summary of the material provisions of the ESPP. The summary of the provisions below is qualified in its entirety
by the full text of the ESPP. A copy of the ESPP as amended and restated by the proposed amendment is attached to this proxy statement
as Appendix A.
Required and Recommendation
affirmative vote of a majority of the shares present in person or by proxy will be required to approve the amendment to the ESPP.
Because brokers are not permitted to vote on this proposal in the absence of voting instructions from beneficial owners, broker
non-votes will have no effect on the outcome of this proposal. Abstentions will have the effect of negative votes.
executive officers have an interest in this proposal as they may purchase shares pursuant to the ESPP.
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 3.
of Material Provisions of the 2009 Employee Stock Purchase Plan (“ESPP”)
purpose of the ESPP is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase our
common stock through accumulated payroll deductions. It is the intention of the Company to establish the ESPP such that it will
qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code (the “Code”).
person who is employed by the Company on a given enrollment date is eligible to participate in the plan. No participant shall
be granted an option under the plan (i) to the extent that, immediately after the grant, such participant (or any other person
whose stock would be attributed to such participant pursuant to Section 424(d) of the Code) would own capital stock of the Company
and/or hold outstanding options to purchase such stock possessing 5% or more of the total combined voting power or value of all
classes of the capital stock of the Company or of any subsidiary, or (ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds $25,000 worth of stock
for each calendar year in which such option is outstanding at any time.
Board of Directors may set a maximum number of shares of capital stock which any participant may purchase during any purchase