(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
o
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identity the filing for which the offsetting fee was paid previously. Identity the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
(4)
|
Date Filed:
|
1.
|
To elect five directors to serve until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified;
|
2.
|
To approve an amendment to our Certificate of Incorporation to change our name to Network-1 Technologies, Inc.;
|
3.
|
To approve our 2013 Stock Incentive Plan;
|
4.
|
To approve, by non-binding advisory vote, the resolution approving named executive officer compensation ("Say on Pay Vote");
|
5.
|
To approve, by non-binding advisory vote, the frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation ("Say When on Pay Vote");
|
6.
|
To ratify the appointment of Radin, Glass & Co., LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013; and
|
7.
|
To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.
|
August 20, 2013
|
David Kahn
|
NAME
|
AGE
|
POSITION
|
DIRECTOR SINCE
|
|||
Corey M. Horowitz
|
58
|
Chairman, Chief Executive Officer and Chairman of the Board of Directors
|
April 1994
|
|||
David C. Kahn
|
61
|
Chief Financial Officer,
Secretary and a Director
|
April 2012
|
|||
Emanuel Pearlman
|
53
|
Director
|
January 2012
|
|||
Niv Harizman
|
49
|
Director
|
December 2012
|
|||
Allison Hoffman
|
42
|
Director
|
December 2012
|
Name
|
Option Award
(2)(3)
($)
|
Fees Earned or
Paid in Cash ($)
(1)
|
Total
($)
|
|||
Emanuel Pearlman
|
$38,000
|
$40,000
|
$ 78,000
|
|||
Laurent Ohana
|
$13,000
|
$40,000
|
$ 53,000
|
|||
Robert Pons
|
$84,000
|
$40,000
|
$124,000
|
|||
Niv Harizman
|
$22,000
|
$ 1,538
|
$ 23,538
|
|||
Allison Hoffman
|
$22,000
|
$ 1,538
|
$ 23,538
|
(1)
|
Represents director’s fees payable in cash to each non-management director of $10,000 per quarter (or $40,000 per annum) for 2012.
|
(2)
|
The amounts included in the “Option Awards” column represent the grant date fair value of stock option awards to directors, computed in accordance with FASB ASC Topic 718. For the discussion of valuation assumptions see Note D[1] to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2012.
|
(3)
|
The aggregate grant date fair values for 2012 calculated in accordance with FASB ASC Topic 718 reflect the following: (i) 5-year options to purchase 50,000 shares granted to Emanuel Pearlman on January 27, 2012, (ii) 5-year options to purchase 10,000 shares and 15,000 shares of our common stock granted to each of Emanuel Pearlman, Laurent Ohana and Robert Pons on January 31, 2012 and February 24, 2012 at exercise prices of $1.21 and $1.35 per share, respectively, which options vest over a one year period in equal quarterly amounts, (iii) a 5-year option to purchase 125,000 shares of our common stock granted to Robert Pons on April 11, 2012, at an exercise price of $1.40 per share, which option shares vested in full upon Mr. Pons’ resignation from the Board in December 2012, and (iv) a 5-year option to purchase 50,000 shares of our common stock granted to each of Niv Harizman and Allison Hoffman on December 19, 2012, at an exercise price of $1.14 per share, which options vest over a one year period in equal quarterly amounts. The aggregate number of option awards outstanding at December 31, 2012 for each director was as follows: Mr. Pearlman – options to purchase 75,000 shares; Mr. Ohana – options to purchase 25,000 shares; Mr. Pons – options to purchase 225,000 shares; Mr. Harizman – options to purchase 50,000 shares and Ms. Hoffman options to purchase 50,000 shares.
|
Annual Compensation
|
Long Term Compensation Awards
|
|||||||||||||||||||||
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Option
Awards($)
(3)
|
All Other
Compensation($)
(1)
|
Total($)
|
||||||||||||||||
Corey M. Horowitz
|
2012
|
$ | 414,000 | $ | 585,000 | (2) | $ | 328,000 | — | $ | 1,327,000 | |||||||||||
Chairman and Chief
|
2011 | $ | 409,000 | $ | 520,000 | (2) | $ | 176,000 | $ | 250,000 | (4) | $ | 1,355,000 | |||||||||
Executive Officer
|
||||||||||||||||||||||
David C. Kahn
|
2012
|
$ | 126,000 | (5) | $ | 30,000 | $ | 43,000 | $ | 5,000 | (6) | $ | 204,000 | |||||||||
Chief Financial Officer
|
2011
|
$ | 108,000 | (5) | $ | 30,000 | $ | 32,000 | $ | 5,000 | (6) | $ | 175,000 |
(1)
|
We have concluded that the aggregate amount of perquisites and other personal benefits paid in 2012 and 2011 to either Mr. Horowitz or Mr. Kahn did not exceed $10,000.
|
(2)
|
Mr. Horowitz received the following cash incentive bonus payments for 2012: (i) an annual discretionary bonus of $150,000 for 2012 and (ii) royalty incentive compensation of $435,000 pursuant to his employment agreement (See “Employment Agreements-Termination of Employment and Change In-Control Arrangements” below). Mr. Horowitz received the following bonus compensation for 2011: (i) an annual bonus of $150,000 and (ii) royalty bonus compensation of $370,000 pursuant to his employment agreement.
|
(3)
|
The amounts in the “Option Awards” column represent the aggregate grant date fair value of the stock option awards granted to the Named Executive Officers computed in accordance with FASB ASC Topic 718. See Note D[1] to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of the assumptions made by the Company in determining the grant date fair value.
|
(4)
|
Includes $250,000 paid to Mr. Horowitz in consideration of his agreement to reduce his bonus compensation payable to him pursuant to his employment agreement with respect to proceeds from patents other than our Remote Power Patent from 12.5% to 10% (See "Executive Compensation – Employment Agreement, Termination of Employment and Change-In-Control Arrangements as set forth on page 15 hereof).
|
(5)
|
Consists of consulting fees paid to Mr. Kahn for his services as Chief Financial Officer.
|
(6)
|
$5,000 representing Mr. Kahn’s portion of a fee for tax services paid to an entity which is owned 50% by Mr. Kahn.
|
Number of Securities Underlying
Unexercised Options
|
|||||||||||||
Name
|
Exercisable
|
Unexercisable
|
Option Exercise
Price ($)
|
Option
Expiration Date
|
|||||||||
Corey M. Horowitz
|
41,667 | (1) | 458,333 | (1) | $ | 1.19 |
11/1/22
|
||||||
Chairman and CEO
|
750,000 | — | $ | 0.83 |
6/08/19
|
||||||||
400,000 | — | $ | 0.68 |
11/26/14
|
|||||||||
1,100,000 | — | $ | 0.25 |
11/26/14
|
|||||||||
750,000 | — | $ | 0.68 |
4/18/13
|
|||||||||
250,000 | — | $ | 0.68 |
10/08/13
|
|||||||||
10,000 | — | $ | 0.68 |
6/22/14
|
|||||||||
7,500 | — | $ | 0.68 |
10/25/14
|
|||||||||
5,000 | — | $ | 0.68 |
9/19/13
|
|||||||||
375,000 | — | $ | 0.68 |
2/28/13
|
|||||||||
David Kahn
|
56,250 | (2) | 18,750 | (2) | $ | 1.40 |
4/12/17
|
||||||
Chief Financial Officer
|
100,000 | — | $ | 1.59 |
2/03/16
|
||||||||
75,000 | — | $ | 0.68 |
8/04/13
|
|||||||||
100,000 | (3) | — | $ | 0.54 |
12/18/13
|
(1)
|
41,667 shares vest on a quarterly basis beginning November 30, 2012 through August 31, 2015.
|
(2)
|
18,750 shares vest on January 12, 2013 and 18,750 shares on April 12, 2013.
|
(3)
|
Includes options to purchase an aggregate of 51,000 shares of our common stock transferred to Mr. Kahn’s children by gift.
|
NAME AND ADDRESS OF
BENEFICIAL OWNER
|
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
(1)
|
PERCENTAGE OF
COMMON STOCK
BENEFICIALLY
OWNED
(2)
|
Corey M. Horowitz
(3)
|
7,987,819
|
27.8%
|
CMH Capital Management Corp
(4)
|
2,171,372
|
8.3%
|
Steven D. Heinemann
(5)
|
2,578,835
|
9.9%
|
Barry Rubenstein
(6)
|
2,041,396
|
7.8%
|
Woodland Services Corp.
(7)
|
1,376,209
|
5.3%
|
Looking Glass LLC
(8)
|
1,750,000
|
6.7%
|
Jonathan Auerbach
(9)
|
1,503,813
|
5.8%
|
Hound Partners Offshore Fund, L.P.
(10)
|
1,366,230
|
5.2%
|
Emigrant Capital Corporation
(11)
|
1,312,500
|
5.0%
|
David C. Kahn
(12)
|
348,118
|
1.3%
|
Emanuel Pearlman
(13)
|
87,500
|
*
|
Niv Harizman
(14)
|
155,043
|
*
|
Allison Hoffman
(15)
|
50,000
|
*
|
All officers and directors as a group
(5 Persons)
|
8,628,480
|
29.4%
|
(1)
|
Unless otherwise indicated, we believe that all persons named in the above table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Unless otherwise indicated the address for each listed beneficial owner is c/o Network-1 Security Solutions, Inc., 445 Park Avenue, Suite 1020, New York, New York 10022.
|
(2)
|
A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from August 1, 2013 upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants and convertible securities held by such person (but not those held by any other person) and which are exercisable or convertible within 60 days from August 1, 2013 have been exercised and converted. Assumes a base of 26,047,683 shares of our common stock outstanding.
|
(3)
|
Includes (i) 2,735,017 shares of common stock held by Mr. Horowitz, (ii) 2,439,168 shares of common stock subject to currently exercisable stock options held by Mr. Horowitz, (iii) 2,171,372 shares of common stock held by CMH Capital Management Corp., an entity solely owned by Mr. Horowitz, (iv) 250,000 shares of common stock subject to currently exercisable warrants held by Mr. Horowitz, (v) 67,471 shares of common stock owned by Donna Slavitt, the wife of Mr. Horowitz, (vi) an aggregate of 322,500 shares of common stock held by two trusts and a custodian account for the benefit of Mr. Horowitz’s three children and (vii) 2,291 shares of common stock held by Horowitz Partners, a general partnership of which Mr. Horowitz is a partner. Does not include 333,332 shares of common stock subject to options which are not currently exercisable within 60 days of the date hereof.
|
(4)
|
Includes 2,171,372 shares of common stock. Corey M. Horowitz, by virtue of being the sole officer, director and shareholder of CMH Capital Management Corp., has the sole power to vote and dispose of the shares of common stock owned by CMH Capital Management Corp.
|
(5)
|
Includes 2,578,835 shares of common stock owned by Mr. Heinemann. The aforementioned beneficial ownership is based upon a Form 4 filed by Mr. Heinemann with the Securities and Exchange Commission on June 13, 2011. The address for Mr. Heinemann is 106 Goose Hill Road, Cold Spring Harbor, New York 11724.
|
(6)
|
Includes (i) 150,012 shares of common stock held by Mr. Rubenstein, (ii) 10,000 shares of common stock subject to currently exercisable stock options held by Mr. Rubenstein, and (iii) 792,726, 583,483, 309,316, 194,810 and 1,049 shares of common stock held by Woodland Venture Fund, Seneca Ventures, Woodland Partners, Brookwood Partners, L.P. and Marilyn Rubenstein, respectively. The aforementioned beneficial ownership by Mr. Rubenstein is based upon Amendment No. 7 to Schedule 13D jointly filed by Mr. Rubenstein and related parties with the Securities and Exchange Commission on November 14, 2007 and a Form 4 filed by Mr. Rubenstein with the Securities and Exchange Commission on October 26, 2007. Barry Rubenstein and Woodland Services Corp. are the general partners of Woodland Venture Fund and Seneca Ventures. Barry Rubenstein is the general partner of Brookwood Partners, L.P.. Barry Rubenstein is the President and sole director of Woodland Services Corp. Marilyn Rubenstein is the wife of Barry Rubenstein. Barry Rubenstein, by virtue of being a General Partner of Woodland Venture Fund, Seneca Ventures and Brookwood Partners, L.P. and the President and sole director of Woodland Services Corp., may be deemed to have the sole power to vote and dispose of the securities held by Woodland Venture Fund, Seneca Ventures, Woodland Partners and Brookwood Partners, L.P. The address of Barry Rubenstein is 68 Wheatley Road, Brookville, New York 11545.
|
(7)
|
Includes (i) 792,726 shares of common stock owned by Woodland Venture Fund and (ii) 583,483 shares of common stock owned by Seneca Ventures. Woodland Services Corp. and Barry Rubenstein are the general partners of Woodland Venture Fund and Seneca Ventures. The aforementioned beneficial ownership of Woodland Services Corp. is based upon Amendment No. 7 to Schedule 13D jointly filed by Woodland Services Corp. and related parties with the Securities and Exchange Commission on November 14, 2007. Barry Rubenstein, by virtue of being President and the sole director of Woodland Services Corp., may be deemed to have the sole power to vote and dispose of the shares owned by Woodland Services Corp. The address of Woodland Services Corp. is 68 Wheatley Road, Brookville, New York 11545.
|
(8)
|
Includes 1,750,000 shares of common stock subject to currently exercisable warrants held by Looking Glass LLC (formerly Mirror Worlds, LLC). Plainfield Special Situations Master Fund Limited, is the sole member of Looking Glass LLC and therefore may be deemed to have beneficial ownership of, and the power to vote and dispose of, the shares of common stock beneficially owned by Looking Glass LLC. Max Holmes, by virtue of his position as the manager of Plainfield Special Situations Master Fund Limited, may also be deemed to beneficially own, and have the power to vote and dispose of such shares of common stock. The aforementioned information is based upon Amendment No. 1 to Schedule 13D jointly filed by Looking Glass LLC, Plainfield Special Situations Master Fund Limited and Max Holmes with the Securities and Exchange Commission on July 31, 2013. The address of Looking Glass LLC is 60 Arch Street, 2
nd
Floor, Greenwich, Connecticut 06830.
|
(9)
|
Includes (i) 137,583 shares of common stock owned by Blackwell Partners LLC, and (ii) 1,366,230 shares of common stock held by Hound Partners Offshore Fund, LP. Jonathan Auerbach is the managing member of Hound Performance, LLC and Hound Partners, LLC. Hound Performance, LLC is the general partner of Hound Partners Offshore Fund, L.P. Hound Partners, LLC is the investment manager of Hound Partners Offshore Fund, L.P. and Blackwell Partners LLC. The securities may be deemed to be beneficially owned by Hound Performance, LLC, Hound Partners LLC and Jonathan Auerbach. The aforementioned beneficial ownership is based upon Amendment No. 4 to Schedule 13G jointly filed by Hound Partners, LLC, Hound Performance, LLC, Jonathan Auerbach, Hound Partners, L.P. and Hound Partners Offshore Fund, LP, with the Securities and Exchange Commission on February 13, 2013. Jonathan Auerbach, by virtue of being the managing member of Hound Performance, LLC and Hound Partners, LLC, has the power to vote and dispose of the securities held by Hound Partners, LP, Hound Partners Offshore Fund, L.P. and Blackwell Partners, LLP.
|
(10)
|
Includes 1,366,230 shares of common stock owned by Hound Partners Offshore Fund, LP. Jonathan Auerbach, by virtue of being the managing member of Hound Performance, LLC and Hound Partners, LLC, has the power to vote and dispose of securities held by Hound Partners Offshore Fund, L.P.
|
(11)
|
Includes 1,312,500 shares of common stock owned by Emigrant Capital Corporation. Emigrant Capital Corporation (“Emigrant Capital”) is a wholly owned subsidiary of Emigrant Savings Bank (“ESB”), which is a wholly-owned subsidiary of Emigrant Bancorp, Inc. (“EBI”) which is a wholly-owned subsidiary of New York Private Bank & Trust Corporation (“NYPBTC”). The Paul Milstein Revocable 1998 Trust (the “Trust”) owns 100% of the voting stock of NYPBTC. ESB, EBI, NYPBTC and the Trust each may be deemed to be the beneficial owner of the shares of common stock held by Emigrant Capital. The aforementioned is based upon a Schedule 13G/A filed jointly by Emigrant Capital, ESB, EBI, NYPBTC, the Trust and others with the Securities and Exchange Commission on January 12, 2005. Howard Milstein, by virtue of being an officer of New York Private Bank and Trust Corporation and trustee of the Paul Milstein Revocable 1998 Trust, both indirect owners of Emigrant Capital Corporation, may be deemed to have sole power to vote and dispose of the securities owned by Emigrant Capital Corporation. The address of Emigrant Capital Corporation is 6 East 43
rd
Street, 8
th
Floor, New York, New York 10017.
|
(12)
|
Includes (i) 299,000 shares of common stock subject to currently exercisable stock options owned by Mr. Kahn, (ii) 15,118 shares of common stock and 17,000 shares of common stock subject to currently exercised options owned by Stephanie Kahn, a daughter of David Kahn, and (iii) 17,000 shares of common stock subject to currently exercisable stock options owned by Rebecca Kahn, also a daughter of David Kahn.
|
(13)
|
Includes 87,500 shares of common stock subject to currently exercisable stock options issued to Mr. Pearlman. Does not include options to purchase 12,500 shares that are not currently exercisable.
|
(14)
|
Includes 5,043 shares of common stock and 150,000 shares of common stock subject to currently exercisable options issued to Mr. Harizman. Does not include options to purchase 225,000 shares of common stock which are not currently exercisable.
|
(15)
|
Includes 50,000 shares of common stock subject to currently exercisable options issued to Ms. Hoffman. Does not include options to purchase 25,000 shares which are not currently exercisable.
|
(a)
|
"Board" means the Board of Directors of Network-1 Security Solutions, Inc.
|
(b)
|
"Base Price" means the price used as the basis for determining the Spread upon the exercise of a Stock Appreciation Right.
|
(c)
|
"Change of Control" shall have the meaning ascribed thereto in Section 11 below.
|
(d)
|
"Code" means the Internal Revenue Code of 1986, as amended from time to time and any successor thereto.
|
(e)
|
"Committee" means the Compensation Committee of the Board or any other committee of the Board, which the Board may designate.
|
(f)
|
"Company" means Network-1 Security Solutions, Inc., a corporation organized under the laws of the State of Delaware.
|
(g)
|
"Covered Employee" shall mean any employee of the Company or any of its Subsidiaries who is deemed to be a "covered employee" within the meaning of Section 162(m) of the Code.
|
(h)
|
“Deferral Period” means such period during which Deferred Stock may be deferred as further described in Section 7 below.
|
(i)
|
"Deferred Stock" means Stock to be received, under an award made pursuant to Section 7 below, at the end of a specified Deferral Period.
|
(j)
|
"Exchange Act" means the Securities Exchange Act of 1934, as amended, as in effect from time to time.
|
(k)
|
"Fair Market Value", unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, means, as of any given date: (i) if the principal market for the Stock is a national securities exchange, the closing sale price of the Stock on such day as reported by such exchange; (ii) if the Stock is not listed or admitted for trading on a national securities exchange, the last daily
|
(l)
|
"Incentive Stock Option" means any Stock Option which is intended to be and is designated as an "incentive stock option" within the meaning of Section 422 of the Code, or any successor thereto.
|
(m)
|
"Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option.
|
(n)
|
"Other Stock-Based Award" means an award under Section 9 below that is valued in whole or in part by reference to, or is otherwise based upon, Stock.
|
(o)
|
"Participant" shall mean any person who has received an award of an Option, Deferred Stock, Restricted Stock, Stock Appreciation Rights or an Other-Stock Based-Award under the Plan.
|
(p)
|
"Parent" means any present or future parent of the Company, as such term is defined in Section 424(e) of the Code, or any successor thereto.
|
(q)
|
“Performance-Based Awards” means awards granted under the Plan in a manner intended to qualify as "performance-based compensation" (as such term is used in Section 162(m) of the Code and the regulations thereunder) or otherwise granted as described in Section 10.
|
(r)
|
"Plan" means this Network-1 Security Solutions, Inc. 2013 Stock Incentive Plan, as hereinafter amended from time to time.
|
(s)
|
"Restricted Stock" means Stock, received under an award made pursuant to Section 6 below, that is subject to restrictions imposed pursuant to said Section 6 below.
|
(t)
|
“Restriction Period” shall have the meaning ascribed thereto in Section 6 below.
|
(u)
|
“Retained Distributions” means such distributions, other than such cash dividends and other cash equivalent distributions as the Board may in its sole discretion designate, made or declared with respect to Restricted Stock, as further described in Section 6.
|
(v)
|
"Rule 16b-3" means Rule 16b-3 of the General Rules and Regulations under the Exchange Act, as in effect from time to time, and any successor thereto.
|
(w)
|
"Securities Act" means the Securities Act of 1933, as amended, as in effect from time to time.
|
(x)
|
"Spread" means, in the case of a Stock Appreciation Right, the amount by which the Fair Market Value on the date when any such right is exercised exceeds the Base Price specified in such right.
|
(y)
|
"Stock" means the Common Stock of the Company, $.01 par value per share.
|
(z)
|
"Stock Appreciation Right" means a right granted under Section 8.
|
(aa)
|
"Stock Option" or "Option" means any option to purchase shares of Stock which is granted pursuant to the Plan.
|
(bb)
|
"Subsidiary" means any present or future (A) subsidiary corporation of the Company, as such term is defined in Section 424(t) of the Code, or any successor thereto, or (B) unincorporated business entity in which the Company owns, directly or indirectly, 50% or more of the voting rights, capital or profits.
|
(cc)
|
“10% Stockholder” shall have the meaning ascribed thereto in Section 5(b) below.
|
(i)
|
to select the officers, other employees of the Company or any Parent or Subsidiary and directors, consultants and advisors to whom Stock Options, Restricted Stock, Deferred Stock, Stock Appreciation Rights and/or Other Stock-Based Awards may be from time to time granted hereunder;
|
(ii)
|
to determine the Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock, Deferred Stock, Stock Appreciation Rights and/or Other Stock-Based Awards, or any combination thereof, if any, to be granted hereunder to one or more eligible persons;
|
(iii)
|
to determine the number of shares of Stock to be covered by each award granted hereunder;
|
(iv)
|
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not limited to, share price, any restrictions or limitations, and any vesting acceleration, exercisability and/or forfeiture provisions);
|
(v)
|
to determine the terms and conditions under which awards granted hereunder are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company or any Parent or Subsidiary outside of the Plan;
|
(vi)
|
to substitute (A) new Stock Options for previously granted Stock Options, including previously granted Stock Options having higher option exercise or purchase prices and/or containing other less favorable terms, and (B) new awards of any other type for previously granted awards of the same type, including previously granted awards which contain less favorable terms;
|
(vii)
|
to determine the duration and purpose of leaves and absences which may be granted to a Participant without constituting a termination of employment for purposes of the Plan;
|
(viii)
|
to make decisions with respect to outstanding awards under the Plan that may become necessary upon a Change in Control or an event that triggers anti-dilution adjustments;
|
(ix)
|
to interpret, administer, or reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or award granted under, the Plan; and
|
(x)
|
to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.
|
■ 20533304030000001000 3 | 100913 |
NOMINEES:
|
|||||
o |
FOR ALL NOMINEES
|
m | Corey M. Horowitz | ||
m | David C. Kahn | ||||
o |
WITHHOLD AUTHORITY
FOR ALL NOMINEES
|
m
m
|
Emanuel Pearlman
Niv Harizman
|
||
m | Allison Hoffman | ||||
o |
FOR ALL EXCEPT
(See instructions below)
|
||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
■ | ■ |