Termination; Amendment The 2021 Plan will terminate ten years from the date our board of directors approved of it, unless it is terminated earlier by our board of directors. Our Board of Directors may amend, suspend or terminate the A&R 2021 Plan at any time, subject to compliance with applicable law and Nasdaq listing standards; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend the A&R 2021 Plan in any manner that requires such stockholder approval and, further, that a participant’s award will be governed by the version of the A&R 2021 Plan then in effect at the time such award was granted. Repricing The compensation committee may reprice stock options or stock appreciation rights (“SARs”) without the consent of our stockholders. Federal Income Tax Consequences The following discussion is for general information only and is intended to summarize briefly the United States federal tax consequences to participants arising from participation in the A&R 2021 Plan. This description is based on current law, which is subject to change (possibly retroactively). The tax treatment of participants in the A&R 2021 Plan may vary depending on the particular situation and may, therefore, be subject to special rules not discussed below. No attempt has been made to discuss any potential foreign, state or local tax consequences. Non-Qualified Stock Options (“NQSOs”) and SARs. No taxable income will be recognized by a participant upon receipt of an NQSO or a SAR, and we will not be entitled to a tax deduction upon the grant of such right. Upon the exercise of a SAR, the holder will recognize ordinary income, subject to wage and employment tax withholding, as applicable, on the fair market value of the cash and other property received with respect to the SAR. Upon the exercise of an NQSO, the holder will recognize ordinary income, subject to wage and employment tax withholding, as applicable, on an amount equal to the excess of the fair market value of the share acquired on the date of exercise over the exercise price. We will generally be entitled to a corresponding tax deduction equal to the amount of ordinary income recognized, subject to our controlling interest percentage. RSUs. Participants generally recognize no taxable income at the time of an award of RSUs. The award becomes taxable the day it vests, and is taxed as ordinary income to the participant based on the number of shares issued multiplied by the fair market value of our shares the day of vesting. We will generally be entitled to a corresponding tax deduction equal to the amount of ordinary income recognized by the participants, subject to our controlling interest percentage. To the extent Participants realize capital gains, subsequent to the tax basis established at vesting, we will not be entitled to any deduction for federal income tax purposes. New Plan Benefits As of the date hereof, no RSUs or other awards have been granted under the A&R 2021 Plan. Awards under the A&R 2021 Plan will be granted at the discretion of the compensation committee and, accordingly, are not determinable. The A&R 2021 Plan is not being amended to alter any parameters of the existing 2021 Plan other than the aforementioned increase in shares authorized for granting. 23
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