As filed with the Securities and Exchange Commission
on June 21, 2021
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COHERENT, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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94-1622541
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(State of Incorporation)
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(I.R.S. Employer Identification Number)
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5100 Patrick Henry Drive
Santa Clara, California 95054
(Address of principal executive offices, including zip code)
Coherent, Inc. Employee Stock Purchase Plan
(Full title of the plan)
Bret M. DiMarco
Executive Vice President, Chief Legal Officer and Corporate Secretary
Coherent, Inc.
5100 Patrick Henry Drive
Santa Clara, California 95054
(408) 764-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Jose F. Macias
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to be Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common Stock, $0.01 par value per share
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250,000
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$
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224.68
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(2)
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$
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56,170,000
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$
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6,129
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall also cover any additional shares of the
Registrant’s common stock that become issuable under the Coherent, Inc. Employee Stock Purchase Plan (the “ESPP”) by
reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that
increases the number of the Registrant’s outstanding shares of common stock.
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(2)
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Estimated in accordance with Rule 457(c) and (h) solely for purposes
of calculating the registration fee on the basis of 85% of $264.33
per share, which is the average of the high and low prices of the Registrant’s
common stock as reported on the NASDAQ Global Select Market on June 17, 2021. Pursuant to
the ESPP, the purchase price of the shares of common stock reserved for issuance thereunder
will be 85% of the lesser of the fair market value of a share of common stock (i) on the
first day of the offering period or (ii) the last day of the offering period.
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PART
I
INFORMATION REQUIRED IN THE PROSPECTUS
The information specified in Item 1 and Item 2
of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act
of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing
the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration
Statement as specified by Rule 428(b)(1) under the Securities Act.
PART
II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference
into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
1.
The Registrant’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, filed with the Commission on December
1, 2020, as amended by Amendment No. 1 on Form 10-K/A filed with the Commission on February 1, 2021, pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”);
2.
The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended January 2, 2021, filed with the Commission on
February 10, 2021, and for the fiscal quarter ended April 3, 2021, filed with the Commission on May 12, 2021, pursuant to Section 13(a)
of the Exchange Act;
3.
All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Registrant’s Annual Report referred to in (1) above (other than the portions of these documents not deemed to be
filed); and
4.
The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A dated
November 23, 1970, and any further amendment or report filed hereafter for the purpose of updating such description.
All documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing
of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished
and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation
Law authorizes a court to award, or a corporation’s board of directors to grant, indemnification to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act). The Registrant’s Bylaws provides for the mandatory indemnification of its directors and officers
and permissible indemnification of employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.
The Registrant has entered into an indemnification agreement with each of its officers and directors that provides the Registrant’s
officers and directors with indemnification to the maximum extent permitted by the Delaware General Corporation Law. In addition, as permitted
by Section 145 of the Delaware General Corporation Law, the Registrant’s Certificate of Incorporation provides that its directors
shall not be liable for monetary damages for a breach of the directors’ fiduciary duty as a director, provided that such liability
does not arise from certain proscribed conduct. The Registrant also currently maintains officer and director liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
A.
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
Provided, however, that paragraphs (A)(1)(i)
and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
B.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California, on June 21, 2021.
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COHERENT, INC.
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By:
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/s/ Bret M. DiMarco
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Bret M. DiMarco
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Executive Vice President and Chief Legal Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Andreas W. Mattes and Kevin Palatnik, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as
fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Andreas W. Mattes
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Director, President and Chief Executive Officer (Principal Executive Officer)
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June 21, 2021
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Andreas W. Mattes
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/s/ Kevin Palatnik
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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June 21, 2021
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Kevin Palatnik
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/s/ Jay T. Flatley
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Director
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June 21, 2021
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Jay T. Flatley
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/s/ Pamela Fletcher
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Director
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June 21, 2021
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Pamela Fletcher
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/s/ Beverly Kay Matthews
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Director
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June 21, 2021
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Beverly Kay Matthews
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/s/ Michael R. McMullen
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Director
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June 21, 2021
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Michael R. McMullen
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/s/ Garry W. Rogerson
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Chairman of the Board
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June 21, 2021
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Garry W. Rogerson
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/s/ Steve Skaggs
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Director
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June 21, 2021
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Steve Skaggs
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/s/ Sandeep Vij
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Director
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June 21, 2021
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Sandeep Vij
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Exhibit 99.1
COHERENT, INC.
EMPLOYEE STOCK PURCHASE PLAN
Amended and restated as of May 6, 2021
The following constitutes the provisions of the
Employee Stock Purchase Plan (herein called the “Plan”) of Coherent, Inc. (herein called the “Company”).
1.
Purpose. The purpose of the Plan is to provide employees of the Company and its subsidiaries with an opportunity to
purchase Common Stock of the Company through payroll deductions. It is the intention of the Company to have the Plan qualify as
an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986. The provisions of the Plan
shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that Section
of the Code.
2.
Definitions.
(a)
“Base pay” or “base salary” means regular straight-time earnings and commissions, excluding payments for
overtime, shift premiums, incentive compensation, bonuses and any other special payments.
(b)
“Employee” means any person, including an officer, who is customarily employed for at least twenty (20) hours (or such
lesser number of hours determined by the Company) per week by the Company or its subsidiaries (50% or more of whose voting shares are
owned directly or indirectly by the Company) unless the Company designates a subsidiary as not participating in the Plan.
3.
Eligibility.
(a)
Any employee as defined in paragraph 2 who shall be employed on the date the employee’s participation in the Plan is effective
shall be eligible to participate in the Plan, subject to limitations imposed by Section 423(b) of the Internal Revenue Code of 1986.
(b)
Any provisions of the Plan to the contrary notwithstanding, no employee shall be granted an option under the Plan (i) if, immediately
after the grant, such employee would own shares and/or hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of the Company, or (ii) which permits the participant’s rights to purchase shares under
all employee stock purchase plans of the Company and its subsidiaries to accrue at a rate which exceeds Twenty Five Thousand Dollars ($25,000)
for each calendar year in which such option is outstanding at any time, where the value of the option is calculated as the fair market
value of the shares (determined at the time such option is granted).
4.
Offering Dates. The Plan shall be implemented by two offerings during each fiscal year, each of six months duration,
with Offering I commencing on or about May 1 of each year and Offering II commencing on or about November 1 of each year. Notwithstanding
the foregoing, in lieu of the offering periods set forth in the preceding sentence, the Board may establish any offering period that does
not exceed 27 months and is consistent with Section 423 of the Internal Revenue Code of 1986.
5.
Participation.
(a)
An eligible employee may enroll in the Plan by completing a subscription agreement authorizing payroll deduction on the form provided
by the Company and submitting prior to the applicable offering date, the subscription agreement and any other information required by
the Company in the form and manner and in accordance with procedures designated by the Company.
(b)
Payroll deductions for a participant shall commence on the first payroll following the offering date and shall end on the termination
date of the offering to which such authorization is applicable, unless sooner terminated by the participant as provided in paragraph 10
or otherwise provided by the Company.
6.
Payroll Deductions.
(a)
At the time a participant files the participant’s subscription agreement, the participant shall elect to have payroll deductions
made on each payday during the offering period. Unless the Company determines otherwise, the amount of payroll deductions elected
to be made shall not be greater than ten percent (10%) of the base pay which the participant receives on such payday nor less than a $10
deduction per payday.
(b)
All payroll deductions made by a participant shall be credited to a book-keeping account under the Plan. A participant may
not make any additional payments into such account.
(c)
A participant may discontinue the participant’s payroll deductions to the Plan as provided in paragraph 10, or may lower,
but not increase, the rate of the participant’s payroll deductions (within the limitations set forth in subparagraph (a) above)
during the offering by completing or filing with the Company a new authorization for payroll deduction. Unless the Company determines
otherwise, the change in rate shall be effective within fifteen (15) days following the Company’s receipt of the new authorization.
7.
Grant of Option.
(a)
At the beginning of each offering period, each eligible employee shall be granted an option to purchase that number of shares of
the Company’s Common Stock determined by dividing such employee’s payroll deductions accumulated prior to the exercise date
and retained in the eligible employee’s account as of the exercise date by the applicable option price determined in accordance
with paragraph 7(b); provided that in no event will an eligible employee be permitted to purchase during any offering period more than
ten thousand (10,000) shares of the Company’s Common Stock, subject to adjustment as provided in paragraph 18 and provided further
that such purchase will be subject to the limitations set forth in paragraphs 3(b) and 12 hereof. Fair market value of a share of
the Company’s Common Stock shall be determined as provided in paragraph 7(b) herein.
(b)
The option price per share of such shares shall be the lower of: (i) 85% of the fair market value of a share of the Common
Stock of the Company at the commencement of the offering period; or (ii) 85% of the fair market value of a share of the Common Stock of
the Company at the time the option is exercised at the termination of the offering period. The fair market value of the Company’s
Common Stock on said dates shall be determined by the Company’s Board of Directors in the exercise of their discretion in good faith.
8.
Exercise of Option. Unless a participant withdraws from the Plan as provided in paragraph 10 and subject to the limitations
set forth in paragraph 12, the participant’s option for the purchase of shares will be exercised automatically at the end of the
offering period, and the maximum number of full shares subject to option will be purchased for the participant at the applicable option
price with the applicable amount of the accumulated payroll deductions in the participant’s account. During the participant’s
lifetime, a participant’s option to purchase shares hereunder is exercisable only by the participant. Any cash remaining to
the credit of a participant’s account under the Plan after a purchase by the participant of shares at the termination of each offering
period, or which is insufficient to purchase a full share of Common Stock of the Company, shall be returned to said participant.
9.
Rights as a Stockholder. A participant shall not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, the shares of the Company’s Common Stock purchased upon exercise of the participant’s option under the Plan
until the date of the issuance of the shares of the Company’s Common Stock to the participant.
10.
Withdrawal; Termination of Employment.
(a)
A participant may withdraw all but not less than all the payroll deductions credited to the participant’s account under the
Plan for an offering at any time prior to the end of the applicable offering period by giving notice to the Company in the manner prescribed
by the Company. All of the participant’s payroll deductions credited to the participant’s account for the offering from
which the participant has withdrawn will be paid to the participant promptly after receipt of the participant’s notice of withdrawal
and the participant’s option for the current offering period will be automatically terminated, and no further payroll deductions
for the purchase of shares will be made during the applicable offering period.
(b)
Upon termination of the participant’s employment prior to the end of an offering period for any reason, including retirement
or death, the payroll deductions credited to the participant’s account will be returned to the participant and the participant’s
option will be automatically terminated.
(c)
In the event an employee fails to remain in the employ of the Company or its subsidiaries customarily for at least twenty (20)
hours (or such lesser number of hours determined by the Company) per week during the offering period in which the employee is a participant,
the employee will be deemed to have elected to withdraw from the Plan and the payroll deductions credited to the employee’s account
will be returned to the employee and the employee’s option terminated.
(d)
A participant’s withdrawal from an offering will not have any effect upon the participant’s eligibility to participate
in any other offering or in any similar plan which may hereafter be adopted by the Company.
11.
No Interest. To the extent that a participant’s payroll deductions are refunded pursuant to the provisions of
the Plan, no interest shall be paid on said refundable amount.
12.
Stock. The maximum number of shares of the Company’s Common Stock which shall be made available for sale under
the Plan on or after May 6, 2021 shall be 250,000 shares plus the number of shares remaining available under the Plan after the October
31, 2020 purchase, subject to adjustment upon changes in capitalization of the Company as provided in paragraph 18. The shares to
be sold to participants under the Plan may, at the election of the Company, be either treasury shares or shares authorized but unissued.
If the total number of shares which would otherwise be subject to options granted pursuant to paragraph 7(a) hereof at the beginning of
an offering period exceeds the number of shares then available under the Plan (after deduction of all shares for which options have been
exercised or are then outstanding), the Company shall make a pro rata allocation of the shares remaining available for option grant in
as uniform a manner as shall be practicable and as it shall determine to be equitable. In such event, the Company shall give written
notice of such reduction of the number of shares subject to the option to each employee affected thereby and shall similarly reduce the
rate of payroll deductions, if necessary.
13.
Administration. The Plan shall be administered by the Board of Directors of the Company or a committee appointed by
the Board. The administration, interpretation or application of the Plan by the Board or its committee shall be final, conclusive
and binding upon all participants. Members of the Committee who are eligible employees are permitted to participate in the Plan.
Notwithstanding any provision to the contrary in the Plan, the Board or its committee may adopt rules or procedures relating to the operation
and administration of the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the
United States. Without limiting the generality of the foregoing, the Board or its committee is specifically authorized to adopt
rules and procedures regarding eligibility to participate, the definition of base pay, handling of payroll deductions, making of contributions
to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold payroll
deductions, payment of interest, conversion of local currency, obligations to pay taxes, determination and change of offering periods,
establishment of separate offerings, payment procedures, requirement that shares of the Company’s Common Stock acquired through
the Plan be held by a specific broker, withholding procedures and handling of stock certificates.
14.
Non-U.S. Eligible Employees. Without amending the Plan, the Company may grant options or establish other procedures
to provide benefits to non-U.S. employees of the Company and its subsidiaries (including with respect to non-U.S. employees, those entities
which the Company directly or indirectly owns 50% or more of the equity interests unless designated by the Company as not participating
in the Plan) under the Plan on such terms and conditions different from those specified in this Plan as may, in the judgment of the Company,
be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall have the authority to adopt such modifications,
procedures, subplans and the like as may be necessary or desirable (a) to comply with provisions of applicable laws or regulations or
conform to the requirements to operate the Plan in a qualified or tax or accounting advantageous manner, (b) to ensure the viability of
the benefits under the Plan for eligible non-U.S. employees, or (c) to meet the objectives of the Plan. Notwithstanding anything
to the contrary herein, any such actions taken by the Company with respect to eligible non-U.S. employees of any participating subsidiary
may be treated as a subplan outside of an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of
1986 and not subject to the requirements of Section 423 set forth in the Internal Revenue Code of 1986 and this Plan.
15.
Transferability. Neither payroll deductions credited to a participant’s account nor any rights with regard to
the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will or the laws of descent and distribution) by the participant. Any such attempt at assignment, transfer, pledge
or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance
with paragraph 10.
16.
Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.
17.
Reports. Individual accounts will be maintained for each participant in the Plan. Accounts under the Plan are
purely book-keeping entries. Statements of account will be available to participating employees.
18.
Changes in Capitalization and Transactions.
(a)
If any change is made in the shares of the Company’s Common Stock subject to the Plan, or subject to any option under the
Plan, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation,
stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of shares of the Company’s Common Stock subject to the Plan pursuant to paragraph 12
and the option purchase limits, and the outstanding options will be appropriately adjusted in the class(es), number of shares of Common
Stock and purchase limits of such outstanding options. The Board shall make such adjustments, and its determination shall be final,
binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction that
does not involve the receipt of consideration by the Company.)
(b)
Without limitation on the preceding provisions, in the event of any corporate transaction, the Board may make such adjustment it
deems appropriate to prevent dilution or enlargement of rights in the number and class of the Company’s Common Stock which may be
delivered under the Plan, in the number, class of or price of the Company’s Common Stock available for purchase under the Plan and
in the number of the Company’s Common Stock which an employee is entitled to purchase and any other adjustments it deems appropriate.
Without limiting the Board’s authority under this Plan, in the event of any transaction, the Board may elect to have the options
hereunder assumed or such options substituted by a successor entity, to terminate all outstanding options, either prior to their expiration
or upon completion of the purchase of the Company’s Common Stock on the next exercise date, to shorten the offering period by setting
a new exercise date or to take such other action deemed appropriate by the Board.
19.
Amendment or Termination. The Board of Directors of the Company may at any time terminate or amend the Plan. No such
termination can affect options previously granted, nor may an amendment make any change in any option theretofore granted which adversely
affects the rights of any participant, nor may an amendment be made without prior approval of the shareholders of the Company if such
amendment would:
(a)
Increase the number of shares that may be issued under the Plan;
(b)
Change the designation of the employees (or class of employees) eligible for participation in the Plan; or
(c)
Require shareholder approval under applicable law or exchange requirements.
20.
Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall
be deemed to have been duly given when received in the form specified by the Company at the location or by the person, designated by the
Company for the receipt thereof.
21.
No Right of Employment. Neither the grant nor the exercise of any options under this Plan nor anything in this Plan
shall impose upon the Company or any participating subsidiary any obligation to employ or continue to employ any employee. The right
of the Company or a participating subsidiary to terminate any employee shall not be diminished or affected because any options have been
granted to such employee.
