Attached files
file | filename |
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10-K - FORM 10-K - TomoTherapy Inc | c13348e10vk.htm |
EX-21 - EXHIBIT 21 - TomoTherapy Inc | c13348exv21.htm |
EX-32.1 - EXHIBIT 32.1 - TomoTherapy Inc | c13348exv32w1.htm |
EX-32.2 - EXHIBIT 32.2 - TomoTherapy Inc | c13348exv32w2.htm |
EX-23.2 - EXHIBIT 23.2 - TomoTherapy Inc | c13348exv23w2.htm |
EX-31.1 - EXHIBIT 31.1 - TomoTherapy Inc | c13348exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - TomoTherapy Inc | c13348exv31w2.htm |
EX-23.1 - EXHIBIT 23.1 - TomoTherapy Inc | c13348exv23w1.htm |
Exhibit 10.12
TomoTherapy Incorporated
Second Amendment
to
2007 Equity Incentive Plan
to
2007 Equity Incentive Plan
This Second Amendment (Amendment) amends the TomoTherapy Incorporated 2007 Equity Incentive
Plan (the Plan), effective as of the date of approval by the Companys shareholders, and as
amended by the Companys shareholders on May 1, 2009.
Background
The Plan was effective as April 16, 2007, the date the Plan was approved by the Companys
shareholders and amended by the Shareholders on May 1, 2009. Pursuant to the provisions of Section
14.1, the Committee and Board have the authority to amend the Plan in certain respects.
Amendment
Section 14.1 of the Plan is hereby amended to add the following language at the end of the
existing paragraph:
Also notwithstanding any provision in this Plan to the contrary, absent approval of the
shareholders of the Company:
(A) no Stock Appreciation Right may be amended to reduce the Fair Market Value of the
Stock on the date the Stock Appreciation Right was granted (as that phrase is used in
Section 7.1(b)(i)(B) of the Plan) of such Stock Appreciation Right;
(B) except as permitted by Article 11 hereof, no Stock Appreciation Right may be granted
in exchange for, or in connection with, the cancellation or surrender of, a Stock
Appreciation Right having a higher Fair Market Value of the Stock on the date the Stock
Appreciation Right was granted (as that phrase is used in Section 7.1(b)(i)(B) of the
Plan);
(C) except as permitted by Article 11 hereof, no cash payment may be made to any
Participant who holds an Option that is terminated in an amount that exceeds the product
obtained by multiplying (i) the excess of: (a) the Fair Market Value per share of the
Stock covered by such Option at the time of the Options termination over (b) the
exercise price per share of Stock subject to the Option; by (ii) the number of shares of
Stock covered by such Option; and
(D) except as permitted by Article 11 hereof, no cash payment may be made to any
Participant who holds a Stock Appreciation Right that is terminated in an amount which
exceeds the product obtained by multiplying (i) the excess of: (a) the Fair Market
Value per share of the Stock covered by such Stock Appreciation Right at the time of the
Stock Appreciation Rights termination, over (b) the Fair Market Value of the Stock on
the date the Stock Appreciation Right was granted; by (ii) the number of shares of Stock
covered by such Stock Appreciation Right.
Executed on this 9th day of December, 2010.
/s/ Brenda S. Furlow | ||||
Brenda S. Furlow, | ||||
Corporate Secretary |
Unanimously approved by the TomoTherapy Inc. Board of Directors on December 9, 2010.