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PROPOSAL THREE
(Item 3 of Proxy Card)
APPROVAL OF THE AMENDED AND RESTATED 2016 EQUITY
INCENTIVE PLAN
We are asking our stockholders at the Annual Meeting to approve our Amended and Restated 2016 Equity Incentive Plan (the
“2016 Plan”). The 2016 Plan was originally approved, subject to obtaining stockholder approval, by our Board of Directors and
became effective on September 2, 2016; it was subsequently amended and restated by the Board to increase the number of shares
available under the 2016 Plan. If the 2016 Plan is approved by our stockholders, 2,000,000 shares of our common stock will be
allocated to the 2016 Plan. Of the shares allocated, 1,406,417 shares will be available for future grants under the 2016 Plan;
593,583 of the allocated shares have been awarded in the form of stock option and warrant grants, subject to stockholder approval
of the 2016 Plan. Awards under the 2016 Plan may be granted to the Company’s directors, officers, consultants, advisors and
employees; as of June 30, 2017, the Company had six directors, four officers who are not also directors and thirty employees.
Unless earlier terminated by the Board, the 2016 Plan will terminate on, and no further awards may be granted after, July 30, 2026.
Summary of the 2016 Plan
The following is a summary of certain terms of the 2016 Plan, and is qualified in its entirety by reference to the express terms of
the 2016 Plan, a copy of which accompanies this Proxy Statement.
Under the 2016 Plan, subject to approval of the 2016 Plan by our stockholders, the Company has granted and will continue to
grant shares of the Company’s common stock to the Company’s directors, officers, employees and consultants. The 2016 Plan has
been designed to provide the Board of Directors with an integral resource as it evaluates the Company’s compensation structure,
performance incentive programs and long-term equity targets for executives and key employees. Set forth below is a summary of
the 2016 Plan; this summary is qualified in its entirety by reference to the full text of the 2016 Plan, a copy of which accompanies
this Proxy Statement.
Administration
The Plan is administered by the Board of Directors of the Company. The Board may designate as administrator of the 2016 Plan a
Committee (the “Committee”) consisting of two or more directors who are (i) “Independent Directors” (as such term is defined
under the rules of the Nasdaq Stock Market), (ii) “Non-Employee Directors” (as such term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended) and (iii) “Outside Directors” (as such term is defined in Section 162(m) of the
United States Internal Revenue Code of 1986, as amended (the “Code”)). The administrator of the 2016 Plan designates recipients
of options (“Options”) and restricted stock (“Restricted Stock”), determines the terms and conditions of each Option and
Restricted Stock agreement and interprets the provisions of the 2016 Plan. The administrator will designate whether Options
granted under the 2016 Plan will constitute Incentive Stock Options (“Incentive Options”) or Nonqualified Stock Options
(“Nonqualified Options”).
Eligibility
Generally, directors, officers and employees of, and consultants and advisors to, the Company or any subsidiary are eligible to
receive grants under the 2016 Plan; provided that Incentive Options may only be granted to employees of the Company and any
Stock Subject to the 2016 Plan
Stock subject to grants may be authorized, but unissued, or reacquired common stock. Subject to adjustment as provided in the
2016 Plan, (i) the maximum aggregate number of shares of common stock that may be issued under the 2016 Plan is 2,000,000.
The shares of common stock subject to the 2016 Plan consist of unissued shares, treasury shares or previously issued shares held
by any subsidiary of the Company. Any of such shares of common stock that may remain unissued and that are not subject to
outstanding Options at the termination of the 2016 Plan will no longer be reserved for the purposes of the 2016 Plan, but until
termination of the 2016 Plan the Company will at all times reserve a sufficient number of shares of common stock to meet the
requirements of the 2016 Plan.
che votano per emettere nuova azioni per il board?
e poi dall'altro sec quetsa voce:
Stockholders' Equity:
Preferred Stock, $.001 par value; 5,000,000 shares authorized at March 31, 2017 and December 31, 2016; no
shares issued and outstanding — —
Common stock, $.001 par value; 45,000,000 shares authorized at March 31, 2017 and December 31, 2016;
9,404,462 and 9,022,308 shares issued and outstanding, respectively 9,404 9,022
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