Extract to table

We must verify that each outstanding option is supported by a properly executed stock option agreement, notice of grant, and applicable vesting schedule

Under Section 409A of the Internal Revenue Code, stock options granted to employees must be granted with an exercise price that is not less than the fair market value of the underlying stock on the date of grant

However, reliance on the phase-in exemption must be disclosed in the S-1, which may draw attention from investors and proxy advisory firms

All members of the Audit Committee must be independent regardless of whether the Company relies on the controlled company exemption

The Company must, however, continue to comply with the Audit Committee independence requirements under Nasdaq Listing Rule 5605(c)(2) and SEC Rule 10A-3

Audit Committee Nasdaq Listing Rule 5605(c) requires that every Nasdaq-listed company have an Audit Committee composed of at least three (3) members, all of whom must be independent directors under Nasdaq Listing Rule 5605(c)(2) and SEC Rule 10A-3