EGC Corporate Governance Practices (May 2018)

A Survey and Related Resources PAGE D-11 • Public offerings of securities for cash. • Private placements of common stock for cash for a price that exceeds each of the market value and book value of the common stock. • Private placements of securities convertible into or exchangeable for common stock if the conversion or exercise price exceeds each of the market value and book value of the common stock. • Issuances where the delay in obtaining stockholder approval would seriously jeopardize the company's financial viability and the audit committee approves reliance on this exception. outstanding before the issuance; or o the sale or issuance of common stock or securities convertible into or exchangeable for common stock of 20% or more of the number of shares or voting power outstanding before the issuance is at a price less than the greater of book or market value. Stockholder approval is not required for the following: • Issuance of warrants or rights generally to all securityholders of the company. • Stock purchase plans available on equal terms to all securityholders of the company (such as dividend reinvestment plans). • Tax qualified nondiscriminatory employee benefit plans, such as plans under Section 401(a) or Section 423 of the IRC, or parallel non-qualified plans, if these plans are approved by an independent compensation committee or a majority of the independent directors on the board. • Employment inducement awards to someone who was not an employee or director of the company before (including in connection with a merger or acquisition) if the awards are approved by an independent compensation committee or a majority of the independent directors on the board. • Adjusting existing equity awards to reflect a merger or acquisition. • Issuances of shares under plans inherited in mergers or acquisitions to employees of the acquired entities. • Public offerings. • Issuances where the delay in obtaining stockholder approval would seriously jeopardize the company's financial viability and the audit committee or a similar body of independent disinterested directors approves reliance on this exception.