All stock options and other equity awards (“Awards”) will be granted in accordance with the terms of the Company’s 2007 Stock Plan (the “Plan”) either by the Company’s Board of Directors (the “Board”) or by the Governance, Compensation and Nominating Committee of the Board (the “Committee”). Each Award will include the terms and conditions required by the Plan and will be reflected in an Award agreement executed and delivered by the Company and the Award recipient as soon as reasonably practicable following the grant date as determined below.
Prior to each meeting at which Awards are to be granted management will send to each member of the Board or the Committee an Award schedule listing each recipient recommended for the grant of an Award and the number of shares that would be subject to the recipient’s Award. Following the meeting, the Award schedule may not be modified except to reflect action taken at the meeting.
When Awards Granted-General
The Board or the Committee will grant awards only at Board or Committee meetings duly called and held in-person or by conference telephone. The Board or the Committee will not grant Awards by unanimous written consent. The grant date for Awards granted at a Board or Committee meeting will be the date of the meeting.
When Awards Granted
Before the beginning of each fiscal year the Company’s Corporate Secretary and the Chair of the Committee will arrange in advance for Committee meetings to be held during the fiscal year. At least three of these meetings will be scheduled to occur during a “permitted-trading period” established in advance by the Company. Except as provided in paragraph 5, the Committee will make Awards at one of these three meetings. The exercise price for each Award granted by the Committee in accordance with this paragraph will be the last sales price of the Company’s common stock on the grant date.
Material Non-Public Information
If at the time proposed for the grant of an Award, the Company possesses material non-public information, the Board or the Committee, as the case may be, will consult with the Company’s General Counsel or outside legal counsel before granting the Award. It is the expectation of the Board that, absent compelling circumstances, (a) the Award will not be granted if the Award grantor reasonably anticipates that promptly following the grant the Company will release material non-public information that the Award grantor reasonably believes would result in an increase in the Company’s stock price or (b) the grant of the Award will not be delayed if the Award grantor reasonably anticipates that the delay would result in the granting of the Award promptly after the release by the Company of material non-public information that the Award grantor reasonably believes would result in a decrease in the Company’s stock price.
Notification and Meeting Minutes
Promptly following the grant of each Award the Company will notify the Award recipient. Promptly following each Board or Committee meeting at which Awards have been granted the Board or Committee Chair will cause minutes of the meeting to be prepared that will specifically reflect all Awards granted at the meeting.