Purchaser Equity Incentive Plan

Purchaser Equity Incentive Plan. Prior to the Effective Time, the Purchaser shall adopt, subject to the approval of the shareholders of Purchaser, a new equity incentive plan in a form and substance reasonably acceptable to the Purchaser and the Company, with each such party's acceptance not to be unreasonably withheld, conditioned or delayed (the "Purchaser Equity Incentive Plan"). The Purchaser Equity Incentive Plan will constitute an amendment, restatement and continuation of the Company Benefit Plans such that the... Purchaser Equity Incentive Plan shall also provide for a number of shares of Purchaser Common Stock (or a synthetic equivalent) reserved for issuance equal to the greater of (a) ten percent (10%) of the Purchaser Common Stock to be issued and outstanding immediately after the Closing and (b) 5,000,000 shares of Purchaser Common Stock, and shall include an "evergreen" provision that will provide for an automatic increase on the first day of each fiscal year in the number of shares available for issuance under the Purchaser Equity Incentive Plan such that the total number of shares available for issuance under the Purchaser Equity Incentive Plan is equal to ten percent (10%) of the total number of shares of Purchaser Common Stock then-issued and outstanding as of the last day of the prior fiscal year or such lesser amount as determined by the compensation committee of the Purchaser. View More