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Frequently Asked Questions
  Staff Interpretation Letter 2006-16
Identification Number 826
This is in response to your correspondence regarding a proposed amendment (the “Amendment”) to the company’s stock option plan (the “Plan”).  You asked whether the Amendment would require shareholder approval pursuant to Marketplace Listing Rule 4350(i)(1)(A) (the “Rule”).
According to the information you provided, the Plan currently provides for the award of stock options, stock awards, and stock retainers.  As defined in the Plan, stock awards are grants of restricted stock subject to vesting, and stock retainers are outright grants of stock which may or may not be subject to vesting.  Pursuant to the Amendment, the company would authorize the granting of restricted stock units (“RSUs”) under the Plan.  RSUs would be awards of common stock subject to a vesting schedule such that the common stock underlying the RSUs would not be issued until after any applicable vesting requirements are satisfied.  The other features of the RSUs would be identical to stock awards under the Plan or, as applicable, stock retainers, including being subject to the same restrictions and to the same limitations with respect to value.  The Amendment would not increase the maximum number of shares of common stock available under the Plan.
Following our review of the information you provided, we have determined that the Amendment would not be a material amendment under the Rule.  In that regard, we note that the Amendment would not result in a material increase in benefits to participants, or in an expansion of the types of awards available, because the RSUs are substantially equivalent to the stock awards which are currently permissible under the Plan.  We also note that the Amendment would not result in an increase in the number of shares to be issued under the Plan or in an expansion of the class of eligible participants.  Accordingly, the Rule does not require shareholder approval for the Amendment.
Publication Date*: 7/31/2012 Mailto Link Identification Number: 826
material_search_footer*The Publication Date reflects the date of first inclusion in the Reference Library, which was launched on July 31, 2012, or a subsequent update to the material. Material may have been previously available on a different Nasdaq web site.
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