14A is out . some highlights. It is interesting on how they will do this 10 year dilution, anyway-= Initially, 34,976,000 shares of the Company’s common stock will be authorized under the 2023 Plan. The number of shares of the Company’s common stock authorized for issuance under the 2023 Plan shall automatically increase on January 1 of each fiscal year (for a period of ten years after adoption of the 2023 Plan) during the term of the 2023 Plan, commencing on January 1, 2024, to the least of (a) four percent (4%) of the total number of shares of the Company's Common Stock outstanding on December 31st of the prior year, and (b) a lesser number of Common Stock determined by the Board.
The maximum term of stock options issued under the 2023 Plan is 10 years, except that in certain cases (see “Eligibility” above) the maximum term of certain incentive stock options is five years. Stock options under the 2023 Plan will terminate on that date specified in the relevant option agreement after termination of the participant’s service (provided that in the case of an Incentive Stock Option, such period may not exceed three months), unless (i) such termination is due to the participant’s disability, in which case the option may, but need not, provide that it may be exercised (to the extent the option was exercisable at the time of the termination of service) at any time within six months of such termination; (ii) the participant dies before the participant’s service has terminated, or within three months after termination of such service, in which case the option may, but need not, provide that it may be exercised (to the extent the option was exercisable at the time of the participant’s death) within 12 months of the participant’s death by the person or persons to whom the rights to such option pass by will or by the laws of descent and distribution; or (iii) the option by its terms specifically provides otherwise. If an optionee’s service with the Company, or any affiliate of the Company, ceases with cause, the option will terminate at the time the optionee’s service ceases. In no event may an option be exercised after its expiration date.
The base salaries of all executive officers are reviewed annually and adjusted when our Board or its Compensation Committee determines an adjustment is appropriate. For fiscal year 2022, the annual base salaries for our named executive officers were as follows: Mr. Dowling - $525,000 through September 30, 2022 and $300,000 starting on October 1, 2022, and Mr. Grasser - $350,000 through September 30, 2022 and $235,000 starting on October 1, 2022. We have employment agreements in place with Mr. Dowling and Mr. Grasser, as described below.
Under the terms of the CEO Agreement, Mr. Dowling is also entitled to receive annual bonuses based on the Company’s performance and/or Mr. Dowling’s performance. If certain performance goals are met, Mr. Dowling would be entitled to receive 50% of his then effective base salary, provided, however, that the payment and amount of such bonus shall be in the sole discretion of the Company’s Board. The Company may also propose new performance goals for purposes of determining additional annual bonuses payable to Mr. Dowling. Mr. Dowling shall also be eligible to participate in the Company’s equity, compensation, and incentive plans as are generally made available to the Company’s management executives, and may be eligible to receive incentive stock options or other stock awards under the Company’s Plan.
Bearish
