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  Staff Interpretation Letter 2007-28
Identification Number 804
This is in response to your correspondence regarding whether a proposed amendment to the Plan would require shareholder approval pursuant to Marketplace Listing Rule 4350(i)(1)(A) and IM-4350-5 (collectively, the “Rule”).  Pursuant to the Amendment, the company would increase the per person annual limitation on the number of awards of restricted stock (“Restricted Stock Awards”).  Restricted Stock Awards include awards of shares of restricted stock and awards of restricted stock units.  The Plan also provides for awards of stock options.
The Plan, which was approved by the company’s shareholders, currently provides that during any calendar year, no person may be granted: (i) options covering more than 300,000 shares of common stock or (ii) Restricted Stock Awards covering more than 50,000 shares (the “Annual Restricted Stock Limitation”).  In addition, the Plan specifies a maximum number of shares of common stock available for issuance over the life of the Plan with respect to: (i) all awards (the “Aggregate Plan Limitation”) and (ii) Restricted Stock Awards (the “Aggregate Restricted Stock Limitation”).  The Amendment would increase the Annual Restricted Stock Limitation to 200,000 shares but would not increase either the Aggregate Plan Limitation or the Aggregate Restricted Stock Limitation.
Following our review of the information you provided, we have determined that the Amendment is not a material amendment under the Rule. In that regard, we note that notwithstanding the increase in the Annual Restricted Stock Limitation, neither the Aggregate Plan Limitation nor the Aggregate Restricted Stock Limitation would be affected by the Amendment.  In addition, the Amendment would not expand either the class of participants or the types of awards available.  Accordingly, the Rule does not require shareholder approval for the Amendment.
Publication Date*: 7/31/2012 Mailto Link Identification Number: 804
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