Proxy
Term of Option. Each option under the 2012 Plan will, unless exercised, expire two years from the date of its grant. Purchase Price. The option price for shares under the 2012 Plan will be the lower of 85% of the fair
market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Number of Shares. Each employee will be entitled to purchase a maximum of 9,600 shares under the Plan,
subject to proportionate reduction in the event the number of shares then being offered under the Plan is over- subscribed. In addition, no employee will be granted an option that would permit him or her to purchase shares (under the 2012 Plan and all Employee Stock Purchase Plans of the Company and its subsidiaries) to accrue at a rate that exceeds $25,000 in fair market value of stock (determined at the time of grant) for each calendar year during which the option is outstanding.
Method of Participation. The Company will notify eligible employees of its intention to grant options and
each employee will indicate the number of shares for which he or she wishes to subscribe. Thereafter, the Company will formally grant options for a specified number of shares, exercisable on a specified date two years from the date of grant.
Method of Payment. An employee who receives an option will authorize payroll deductions to be made
from his or her compensation over the two year term of the option. The employee may make advance cash payments in any amount at any time during the two years, but such advance payments shall not accelerate the exercise of the option.
Rights as Shareholders. The employee will not have any rights as a shareholder and will not receive
dividends with respect to any shares subject to option until he or she has been issued the shares. Exercise of Option. The employee may exercise an option by giving written notice to the Company
specifying the number of shares he or she wishes to purchase, and representing that the stock is being acquired for investment and not with any existing intention to resell the stock. The Company is obligated as soon as practicable after receipt of this notice to apply the employee’s accumulated payroll deductions and any additional cash contributions to the purchase price of the shares and to issue and deliver the shares and return any surplus payments, subject to the receipt of any governmental approval and to applicable New York Stock Exchange requirements.
Interest. Interest will be payable by the Company on any payroll deductions and additional cash
contributions accumulated under the 2012 Plan. Interest will be computed at a rate determined by the Company. Right to Cancel. An employee may cancel all or any part of his or her options under the Plan at any time
prior to exercise, but if he or she holds more than one option, the options must be canceled in reverse chronological order of their dates of grant. Upon such cancellation, payments made by the employee with respect to the canceled options will be returned to the employee with interest.
Termination of Employment. If an employee holds an option at the time his or her employment with the
Company or its subsidiaries is terminated either through retirement with the consent of the Employer within three months of the date such option becomes exercisable, or by death whenever occurring, such employee or his or her legal representative by written noticed delivered to the Company on or before the option exercise date may either cancel the option and receive, with interest, the total amount of payments made by the employee or pay the amount which is necessary to complete payment for the shares. The failure of the employee or his or her legal representative to file a written notice will be treated as an election to cancel the options and receive the payments due on cancellation. Upon termination of employment with the Company for any other reason, all options held by an employee will terminate and any payments made with respect thereto will be returned to the employee with interest.
Employee’s Rights Not Transferable. All employees granted options under the 2012 Plan will have the same rights and privileges. Each employee’s rights will be exercisable during the employee’s lifetime only by the
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