InfuSystem Holdings, Inc. (NYSE MKT: INFU) (“InfuSystem” or the “Company”), a leading national provider of infusion pumps and related services for the healthcare industry in the United States, announced today that its Board of Directors (the “Board”) approved the adoption of amendments to its 2007 Stock Incentive Plan (the “Plan”). Key amendments to the Plan provide that:
- The Compensation Committee will determine the exercise price of any stock options or stock appreciation rights issued under the Plan, provided that the exercise price must be at or above the average closing price of the Company’s common stock for the five (5) most recent trading days prior to the date of grant. Prior to this amendment, the Plan did not specify any limitations on the minimum exercise price for stock options or stock appreciation rights;
- Except in connection with certain significant corporate events, such as reorganizations and mergers, without stockholder approval, outstanding stock options or stock appreciation rights may not be repriced nor exchanged for either cash or substitute awards with a lower, or no, exercise price. Previously, the Plan expressly permitted the Committee to reprice outstanding awards under the Plan;
- Future restricted stock awards granted under the Plan will reduce the total number of shares remaining available for grant under the Plan at a rate of two shares per one restricted share granted; and
- Each Plan participant is responsible for his/her own tax and exercise price obligations in respect of awards under the Plan and the Company will not reimburse (or “gross-up”) an award to satisfy tax or exercise price obligations. The Plan still permits the cashless exercise of stock options and other awards and the satisfaction of tax withholding amounts by surrendering shares covered by the award to the Company. Previously, the Plan did not expressly prohibit tax gross-ups for awards.
“These changes are consistent with the Board’s actions initiated in May 2012 following the Company’s change of control, and reinforce our desire to align with corporate governance best practices,” stated InfuSystem Chairman Ryan Morris. “We will continue to diligently explore future modifications, as appropriate.”