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Frequently Asked Questions
  What is considered a material amendment to an existing equity compensation plan or arrangement?
Identification Number 219
As set forth in IM-5635-1, a material amendment includes, but is not limited to, the following:
    • Any material increase in the number of shares to be issued under the plan (other than to reflect a reorganization, stock split, merger, spinoff or similar transaction);
    • Any material increase in benefits to participants, including any material change to: (i) permit a repricing (or decrease in exercise price) of outstanding options, (ii) reduce the price at which shares or options to purchase shares may be offered, or (iii) extend the duration of a plan;
    • Any material expansion of the class of participants eligible to participate in the plan; and
    • Any expansion in the types of options or awards provided under the plan.
While general authority to amend a plan would not obviate the need for shareholder approval, if a plan permits a specific action without further shareholder approval, then no such approval would generally be required. In that regard, absent specific authorization in the plan, a repricing, or a similar action, would not be permitted without shareholder approval.  
Publication Date*: 7/31/2012 Mailto Link Identification Number: 219
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