Form 8-K
8-K — Alto Ingredients, Inc.
Accession: 0001213900-26-071111
Filed: 2026-06-23
Period: 2026-06-23
CIK: 0000778164
SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — ea0295688-8k_alto.htm (Primary)
EX-10.1 — ALTO INGREDIENTS, INC. 2026 OMNIBUS INCENTIVE PLAN (ea029568801ex10-1.htm)
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8-K — CURRENT REPORT
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): June 23, 2026
ALTO INGREDIENTS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
000-21467
41-2170618
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
Identification No.)
1300 South Second Street
Pekin, Illinois
61554
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone
Number, Including Area Code: (833) 710-2586
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
ALTO
The Nasdaq Stock Market LLC
(Nasdaq Capital Market)
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) On
June 23, 2026, at the 2026 Annual Meeting of Stockholders of Alto Ingredients, Inc. (the “Company”), the Company’s stockholders
approved the Alto Ingredients, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”). The 2026 Plan was previously approved by
the Company’s Board of Directors, subject to stockholder approval.
The 2026 Plan provides for
the grant of equity and equity-based awards, including stock options (which may be incentive stock options or nonqualified stock options),
stock appreciation rights, restricted stock, restricted stock units, performance-based awards and other share-based and cash-based awards,
to officers, non-employee directors, employees, consultants and advisors of the Company and its subsidiaries, including the Company’s
named executive officers. The 2026 Plan is administered by the Compensation Committee of the Board of Directors, which has discretion
to determine the individuals who receive awards, the types and amounts of awards granted, and the terms and conditions of such awards
(including any performance goals). The maximum number of shares of the Company’s common stock that may be issued under the 2026
Plan is 7,000,000 shares, subject to adjustment for certain corporate events as described in the 2026 Plan. Unless earlier terminated
in accordance with its terms, the 2026 Plan will remain in effect until June 23, 2036.
The foregoing description
of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2026 Plan and
the more detailed description of the 2026 Plan contained in the Company’s definitive proxy statement for the 2026 Annual Meeting
of Stockholders, filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”), under the caption
“Proposal Three – Approval of 2026 Omnibus Incentive Plan – Summary of the 2026 Plan,” each of which is incorporated
herein by reference. A copy of the 2026 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
The 2026 Annual Meeting of
Stockholders of Alto Ingredients, Inc. (the “Annual Meeting”) was held on June 23, 2026. The following proposals were approved
at the Annual Meeting by the votes indicated:
Proposal One: To elect
five directors to serve on the Company’s board of directors until the next annual meeting of stockholders and/or until their successors
are duly elected and qualified. The nominees for election were Gilbert E. Nathan, Bryon T. McGregor, Dianne S. Nury, Maria G. Gray and
Alan R. Tank.
1
The following nominees were
elected by the votes indicated to serve as directors until the next annual meeting of stockholders and/or until their successors are duly
elected and qualified:
Name
Total
Votes for
Director
Total Votes
Withheld from
Director
Total
Broker
Non-Votes
Gilbert E. Nathan
26,688,075
849,186
20,929,947
Bryon T. McGregor
29,943,055
594,206
20,929,947
Dianne S. Nury
26,447,652
1,089,609
20,929,947
Maria G. Gray
26,447,918
1,089,343
20,929,947
Alan R. Tank
26,601,086
936,175
20,929,947
Proposal Two: To approve
the 2025 compensation of the Company’s named executive officers, as disclosed in the proxy statement pursuant to the compensation
disclosure rules of the Securities and Exchange Commission (“say-on-pay”).
Total Votes
For
25,740,806
Against
1,044,080
Abstain
752,375
Broker Non-Votes
20,929,947
Proposal Three: To
approve the Company’s 2026 Omnibus Incentive Plan.
Total Votes
For
25,660,172
Against
1,406,965
Abstain
470,124
Broker Non-Votes
20,929,947
Proposal Four: To ratify
the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Total Votes
For
47,300,626
Against
1,027,058
Abstain
139,524
Broker Non-Votes
N/A
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number
Description
10.1
Alto Ingredients, Inc. 2026 Omnibus Incentive Plan
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
3
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June 23, 2026
ALTO INGREDIENTS, INC.
By:
/s/ AUSTE M. GRAHAM
Auste M. Graham,
Chief Legal Officer & Secretary
4
EX-10.1 — ALTO INGREDIENTS, INC. 2026 OMNIBUS INCENTIVE PLAN
EX-10.1
Filename: ea029568801ex10-1.htm · Sequence: 2
Exhibit 10.1
ALTO
INGREDIENTS, INC.
2026 OMNIBUS INCENTIVE PLAN
ALTO INGREDIENTS, INC., a Delaware corporation,
sets forth herein the terms of its 2026 Omnibus Incentive Plan, as follows:
1. PURPOSE
The Plan is intended to enhance the Company’s
and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, Non-Employee Directors (as defined
herein), key employees, consultants and advisors, and to motivate such officers, Non-Employee Directors, key employees, consultants and
advisors to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company,
by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success
of the Company. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted
stock units, and other stock-based awards. Any of these awards may, but need not, be made as performance incentives to reward attainment
of performance goals in accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options or incentive
stock options, as provided herein. Upon becoming effective, the Plan replaces, and no further awards shall be made under, the Predecessor
Plan (as defined herein).
2. DEFINITIONS
For purposes of interpreting the Plan and related
documents (including Award Agreements), the following definitions shall apply:
2.1. “Affiliate”
means any company or other trade or business that “controls,” is “controlled by” or is “under common control”
with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.
2.2. “Award”
means a grant of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or Other Stock-based Award under the Plan.
2.3. “Award
Agreement” means a written agreement between the Company and a Grantee, or notice from the Company or an Affiliate to a Grantee
that evidences and sets out the terms and conditions of an Award.
2.4. “Board”
means the Board of Directors of the Company.
2.5. “Change
in Control” shall have the meaning set forth in Section 15.3.2.
2.6. “Code”
means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. References to the Code shall include the valid and
binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.
2.7. “Committee”
means the Compensation Committee of the Board or any committee or other person or persons designated by the Board to administer the Plan.
The Board will cause the Committee to satisfy the applicable requirements of any stock exchange on which the Common Stock may then be
listed. For purposes of Awards to Grantees who are subject to Section 16 of the Exchange Act, Committee means all of the members
of the Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the Exchange Act. All references
in the Plan to the Board shall mean such Committee or the Board.
2.8. “Company”
means ALTO INGREDIENTS, INC., a Delaware corporation, or any successor corporation.
2.9. “Common
Stock” or “Stock” means a share of common stock of the Company, par value $0.001 per share.
2.10. “Continuing
Director” means a director of the Company who is serving as such on the Effective Date and any person who is approved as a nominee
or elected to the Board by a majority of the Continuing Directors who are then members of the Board, but excluding, for this purpose,
any such person whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or consent by or on behalf of a Person other than
the Board.
2.11. “Corporate
Transaction” means a reorganization, merger, statutory share exchange, consolidation, sale of all or substantially all of the
Company’s assets, or the acquisition of assets or stock of another entity by the Company, or other corporate transaction involving
the Company or any of its Subsidiaries.
2.12. “Effective
Date” means June 23, 2026, the date the Plan was approved by the Company’s stockholders.
2.13. “Exchange
Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.
2.14. “Fair
Market Value” of a share of Common Stock as of a particular date means (i) if the Common Stock is listed on a national securities
exchange, the closing or last price of the Common Stock on the composite tape or other comparable reporting system for the applicable
date, or if the applicable date is not a trading day, the trading day immediately preceding the applicable date, or (ii) if the shares
of Common Stock are not then listed on a national securities exchange, the closing or last price of the Common Stock quoted by an established
quotation service for over-the-counter securities, or (iii) if the shares of Common Stock are not then listed on a national securities
exchange or quoted by an established quotation service for over-the-counter securities, or the value of such shares is not otherwise determinable,
such value as determined by the Board in good faith in its sole discretion.
2.15. “Family
Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive
relationships, of the applicable individual, any person sharing the applicable individual’s household (other than a tenant or employee),
a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one
or more of these persons (or the applicable individual) control the management of assets, and any other entity in which one or more of
these persons (or the applicable individual) own more than fifty percent of the voting interests.
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2.16. “Grant
Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award, (ii) the
date on which the recipient of an Award first becomes eligible to receive an Award under Section 6, or (iii) such other
date as may be specified by the Board in the Award Agreement.
2.17. “Grantee”
means a person who receives or holds an Award under the Plan.
2.18. “Incentive
Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding
provision of any subsequently enacted tax statute, as amended from time to time.
2.19. “Non-Employee
Director” means a member of the Board who is not an officer or employee of the Company or any Subsidiary.
2.20. “Non-qualified
Stock Option” means an Option that is not an Incentive Stock Option.
2.21. “Option”
means an option to purchase one or more shares of Stock pursuant to the Plan.
2.22. “Option
Price” means the exercise price for each share of Stock subject to an Option.
2.23. “Other
Stock-based Awards” means Awards consisting of Stock units, or other Awards, valued in whole or in part by reference to, or
otherwise based on, Common Stock, other than Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units.
2.24. “Outstanding
Voting Securities” means the outstanding voting securities of the Company entitled to vote generally in the election of directors.
2.25. “Performance
Award” means an Award made subject to the attainment of performance goals (as described in Section 12) over a performance
period established by the Committee.
2.26. “Person”
means an individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.
2.27. “Plan”
means this Alto Ingredients, Inc. 2026 Omnibus Incentive Plan, as amended from time to time.
2.28. “Predecessor
Plan” means the 2016 Stock Incentive Plan (as amended).
3
2.29. “Purchase
Price” means the purchase price for each share of Stock pursuant to a grant of Restricted Stock.
2.30. “Restricted
Period” shall have the meaning set forth in Section 10.1.
2.31. “Restricted
Stock” means shares of Stock, awarded to a Grantee pursuant to Section 10.
2.32. “Restricted
Stock Unit” means a bookkeeping entry representing the equivalent of shares of Stock, awarded to a Grantee pursuant to Section 10.
2.33. “SAR
Exercise Price” means the per share exercise price of a SAR granted to a Grantee under Section 9.
2.34. “SEC”
means the United States Securities and Exchange Commission.
2.35. “Section 409A”
means Section 409A of the Code.
2.36. “Securities
Act” means the Securities Act of 1933, as now in effect or as hereafter amended.
2.37. “Separation
from Service” means a termination of Service by a Service Provider, as determined by the Board, which determination shall be
final, binding and conclusive; provided if any Award governed by Section 409A is to be distributed on a Separation from Service,
then the definition of Separation from Service for such purposes shall comply with the definition provided in Section 409A.
2.38. “Service”
means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee’s
change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service
Provider to the Company or an Affiliate.
2.39. “Service
Provider” means an employee, officer, Non-Employee Director, consultant or advisor of the Company or an Affiliate.
2.40. “Stock
Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9.
2.41. “Subsidiary”
means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.
2.42. “Substitute
Award” means any Award granted in assumption of or in substitution for an award of a company or business acquired by the Company
or a Subsidiary or with which the Company or an Affiliate combines.
2.43. “Ten
Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all
classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution rules
of Section 424(d) of the Code shall be applied.
4
2.44. “Termination
Date” means the date that is ten (10) years after the Effective Date, unless the Plan is earlier terminated by the Board under
Section 5.2.
3. ADMINISTRATION OF THE PLAN
3.1. General.
The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s
certificate of incorporation and bylaws and applicable law. The Board shall have the power and authority to delegate its responsibilities
hereunder to the Committee, which shall have full authority to act in accordance with its charter, and with respect to the authority of
the Board to act hereunder, all references to the Board shall be deemed to include a reference to the Committee, to the extent such power
or responsibilities have been delegated. Except as otherwise may be required by applicable law, regulatory requirement or the certificate
of incorporation or the bylaws of the Company, the Board shall have full power and authority to take all actions and to make all determinations
required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other
actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems
to be necessary or appropriate to the administration of the Plan. The Committee shall administer the Plan; provided that, the Board shall
retain the right to exercise the authority of the Committee to the extent consistent with applicable law and the applicable requirements
of any securities exchange on which the Common Stock may then be listed. The interpretation and construction by the Board of any provision
of the Plan, any Award or any Award Agreement shall be final, binding and conclusive. Without limitation, the Board shall have full and
final authority, subject to the other terms and conditions of the Plan, to:
(i) designate
Grantees;
(ii) determine
the type or types of Awards to be made to a Grantee;
(iii) determine
the number of shares of Stock to be subject to an Award;
(iv) establish
the terms and conditions of each Award (including, but not limited to, the Option Price of any Option, the nature and duration of any
restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the
shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options);
(v) prescribe
the form of each Award Agreement; and
(vi) amend,
modify, or supplement the terms of any outstanding Award including the authority, in order to effectuate the purposes of the Plan, to
modify Awards to foreign nationals or individuals who are employed outside the United States to recognize differences in local law,
tax policy, or custom.
5
To the extent permitted by applicable law, the
Board may delegate its authority as identified herein to any individual or committee of individuals (who need not be directors), including
without limitation the authority to make Awards to Grantees who are not subject to Section 16 of the Exchange Act or who are not
Covered Employees. To the extent that the Board delegates its authority to make Awards as provided by this Section 3.1, all
references in the Plan to the Board’s authority to make Awards and determinations with respect thereto shall be deemed to include
the Board’s delegate. Any such delegate shall serve at the pleasure of, and may be removed at any time by, the Board.
3.2. No Repricing.
Notwithstanding any provision herein to the contrary,
the repricing of Options or SARs is prohibited without prior approval of the Company’s stockholders. For this purpose, a “repricing”
means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option
or SAR to lower its Option Price or SAR Exercise Price; (ii) any other action that is treated as a “repricing” under generally
accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its Option Price or SAR Exercise
Price is greater than the Fair Market Value of the underlying shares in exchange for another Award, unless the cancellation and exchange
occurs in connection with a change in capitalization or similar change under Section 15. A cancellation and exchange under
clause (iii) would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally
accepted accounting principles and regardless of whether it is voluntary on the part of the Grantee.
3.3. Minimum
Vesting.
Notwithstanding any other provision of the Plan
to the contrary, share-settled Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is
granted (excluding, for this purpose, any (i) Substitute Awards, (ii) shares delivered in lieu of fully vested annual or long-term cash
incentive awards, and (iii) Awards to Non-Employee Directors that vest on the earlier of the one year anniversary of the date of grant
or the next annual meeting of stockholders (provided that such vesting period under this clause (iii) may not be less than fifty (50)
weeks after grant); provided, that, the Board may grant share-settled Awards without regard to the foregoing minimum vesting requirement
with respect to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 4.1
(subject to adjustment under Section 15); and, provided further, for the avoidance of doubt, that the foregoing restriction
does not apply to the Board’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of
retirement, death, disability, or a Change in Control, in the terms of the Award or otherwise.
3.4. Clawbacks.
Awards shall be subject to the requirements of
(i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation)
and any implementing rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction, (iii) any compensation
recovery policies adopted by the Company to implement any such requirements or (iv) any other compensation recovery policies as may be
adopted from time to time by the Company, including the Company’s Dodd-Frank Clawback Policy, all to the extent determined by the
Committee in its discretion to be applicable to a Grantee.
6
3.5. Deferral
Arrangement.
The Board may permit or require the deferral of
any Award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish and in accordance
with Section 409A, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting
such credits into deferred Stock units.
3.6. No Liability.
No member of the Board or of the Committee shall
be liable for any action or determination made in good faith with respect to the Plan, any Award or Award Agreement.
3.7. Book Entry.
Notwithstanding any other provision of this Plan
to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use
of book-entry.
4. STOCK SUBJECT TO THE PLAN
4.1. Authorized
Number of Shares.
Subject to adjustment under Section 15,
the total number of shares of Common Stock authorized to be awarded under the Plan shall not exceed 7,000,000 shares. Shares issued under
the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or
otherwise, all as determined by the Company from time to time.
4.2. Share Counting.
4.2.1. General.
Each share of Common Stock granted in connection
with an Award shall be counted as one share against the limit in Section 4.1, subject to the provisions of this Section 4.2.
4.2.2. Cash-Settled
Awards.
Any Award settled in cash shall not be counted
as shares of Common Stock for any purpose under this Plan.
4.2.3. Expired
or Terminated Awards.
If any Award under the Plan expires, or is terminated,
surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant
of Awards under the Plan.
7
4.2.4. Payment
of Option Price or Tax Withholding in Shares.
The full number of shares of Common Stock with
respect to which an Option or SAR is granted shall count against the aggregate number of shares available for grant under the Plan. Accordingly,
if in accordance with the terms of the Plan, a Participant pays the Option Price for an Option by either tendering previously owned shares
or having the Company withhold shares, then such shares surrendered to pay the Option Price shall continue to count against the aggregate
number of shares available for grant under the Plan set forth in Section 4.1 above. In addition, if in accordance
with the terms of the Plan, a Participant satisfies any tax withholding requirement with respect to any taxable event arising as a result
of this Plan by either tendering previously owned shares or having the Company withhold shares, then such shares surrendered to satisfy
such tax withholding requirements shall continue to count against the aggregate number of shares available for grant under the Plan set
forth in Section 4.1 above.
4.2.5. Substitute
Awards.
In the case of any Substitute Award, such Substitute
Award shall not be counted against the number of shares reserved under the Plan.
4.3. Award Limits.
4.3.1. Incentive
Stock Options.
Subject to adjustment under Section 15,
all shares of Common Stock available for issuance under the Plan shall be available for issuance under Incentive Stock Options.
5. EFFECTIVE DATE, DURATION AND AMENDMENTS
5.1. Term.
The Plan shall be effective as of the Effective
Date, provided that it has been approved by the Company’s stockholders. The Plan shall terminate automatically on the ten (10) year
anniversary of the Effective Date and may be terminated on any earlier date as provided in Section 5.2. Incentive Stock Options
may not be granted more than ten (10) years after the Plan was adopted by the Board.
5.2. Amendment
and Termination of the Plan.
The Board may, at any time and from time to time,
amend, suspend, or terminate the Plan as to any Awards which have not been made. An amendment shall be contingent on approval of the Company’s
stockholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements.
Notwithstanding the foregoing, any amendment to Section 3.2 shall be contingent upon the approval of the Company’s stockholders.
No Awards shall be made after the Termination Date. The applicable terms of the Plan, and any terms and conditions applicable to Awards
granted prior to the Termination Date shall survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension,
or termination of the Plan shall, without the consent of the Grantee, materially impair rights or obligations under any Award theretofore
awarded.
8
6. AWARD ELIGIBILITY AND LIMITATIONS
6.1. Service
Providers.
Subject to this Section 6.1, Awards
may be made to any Service Provider, including any Service Provider who is an officer, Non-Employee Director, consultant or advisor of
the Company or of any Affiliate, as the Board shall determine and designate from time to time in its discretion.
6.2. Successive
Awards.
An eligible person may receive more than one Award,
subject to such restrictions as are provided herein.
6.3. Stand-Alone,
Additional, Tandem, and Substitute Awards.
Awards may, in the discretion of the Board, be
granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under
another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate, or any other right of
a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute or exchange Awards may be granted
at any time. If an Award is granted in substitution or exchange for another Award, the Board shall have the right to require the surrender
of such other Award in consideration for the grant of the new Award. Subject to Section 3.2, the Board shall have the right,
in its discretion, to make Awards in substitution or exchange for any other award under another plan of the Company, any Affiliate, or
any business entity to be acquired by the Company or an Affiliate. In addition, Awards may be granted in lieu of cash compensation, including
in lieu of cash amounts payable under other plans of the Company or any Affiliate, in which the value of Stock subject to the Award is
equivalent in value to the cash compensation (for example, Restricted Stock Units or Restricted Stock).
7. AWARD AGREEMENT
Each Award shall be evidenced by an Award Agreement,
in such form or forms as the Board shall from time to time determine, not inconsistent with the terms of the Plan. Without limiting the
foregoing, an Award Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance
of all terms of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain similar provisions
but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options
are intended to be Non-qualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall
be deemed Non-qualified Stock Options.
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8. TERMS AND CONDITIONS OF OPTIONS
8.1. Option Price.
The Option Price of each Option shall be fixed
by the Board and stated in the related Award Agreement. The Option Price of each Option (except those that constitute Substitute Awards)
shall be at least the Fair Market Value on the Grant Date of a share of Stock; provided, however, that in the event that
a Grantee is a Ten Percent Stockholder as of the Grant Date, the Option Price of an Option granted to such Grantee that is intended to
be an Incentive Stock Option shall be not less than 110 percent of the Fair Market Value of a share of Stock on the Grant Date. In no
case shall the Option Price of any Option be less than the par value of a share of Stock.
8.2. Vesting.
Subject to Section 8.3, each Option
shall become exercisable at such times and under such conditions (including, without limitation, performance requirements) as shall be
determined by the Board and stated in the Award Agreement.
8.3. Term.
Each Option shall terminate, and all rights to
purchase shares of Stock thereunder shall cease, upon the expiration of ten (10) years from the Grant Date, or under such circumstances
and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the related Award Agreement;
provided, however, that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that
is intended to be an Incentive Stock Option at the Grant Date shall not be exercisable after the expiration of five (5) years from its
Grant Date.
8.4. Limitations
on Exercise of Option.
Notwithstanding any other provision of the Plan,
in no event may any Option be exercised, in whole or in part, (i) prior to the date the Plan is approved by the stockholders of the
Company as provided herein or (ii) after the occurrence of an event which results in termination of the Option.
8.5. Method of
Exercise.
An Option that is exercisable may be exercised
by the Grantee’s delivery of a notice of exercise to the Company, setting forth the number of shares of Stock with respect to which
the Option is to be exercised, accompanied by full payment for the shares. To be effective, notice of exercise must be made in accordance
with procedures established by the Company from time to time.
8.6. Rights of
Holders of Options.
Unless otherwise stated in the related Award Agreement,
an individual holding or exercising an Option shall have none of the rights of a stockholder (for example, the right to receive cash or
dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of the subject shares of Stock)
until the shares of Stock covered thereby are fully paid and issued to him. Except as provided in Section 15 or the related
Award Agreement, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date
of such issuance.
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8.7. Delivery
of Stock Certificates.
Promptly after the exercise of an Option by a Grantee
and the payment in full of the Option Price, such Grantee shall be entitled to the issuance of a stock certificate or certificates evidencing
his or her ownership of the shares of Stock subject to the Option.
8.8. Limitations
on Incentive Stock Options.
An Option shall constitute an Incentive Stock Option
only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically
provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the
Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee become exercisable for
the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates) does not
exceed $100,000. This limitation shall be applied by taking Options into account in the order in which they were granted.
9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
9.1. Right to
Payment.
A SAR shall confer on the Grantee a right to receive,
upon exercise thereof, the excess of (i) the Fair Market Value of one share of Stock on the date of exercise over (ii) the SAR
Exercise Price, as determined by the Board. The Award Agreement for a SAR (except those that constitute Substitute Awards) shall specify
the SAR Exercise Price, which shall be fixed on the Grant Date as not less than the Fair Market Value of a share of Stock on that date.
SARs may be granted alone or in conjunction with all or part of an Option or at any subsequent time during the term of such Option or
in conjunction with all or part of any other Award. A SAR granted in tandem with an outstanding Option following the Grant Date of such
Option shall have a grant price that is equal to the Option Price; provided, however, that the SAR’s grant price may
not be less than the Fair Market Value of a share of Stock on the Grant Date of the SAR to the extent required by Section 409A.
9.2. Other Terms.
The Board shall determine at the Grant Date, the
time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of
performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following
Separation from Service or upon other conditions, the method of exercise, whether or not a SAR shall be in tandem or in combination with
any other Award, and any other terms and conditions of any SAR.
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9.3. Term of
SARs.
The term of a SAR granted under the Plan shall
be determined by the Board, in its sole discretion; provided, however, that such term shall not exceed ten (10) years.
9.4. Payment
of SAR Amount.
Upon exercise of a SAR, a Grantee shall be entitled
to receive payment from the Company (in cash or Stock, as determined by the Board) in an amount determined by multiplying:
(i) the difference between the Fair Market Value of a share of Stock on the date of exercise over the SAR Exercise Price; by
(ii) the number of shares of Stock with respect to which the SAR is exercised.
10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS
10.1. Restrictions.
At the time of grant, the Board may, in its sole
discretion, establish a period of time (a “Restricted Period”) and any additional restrictions including the satisfaction
of corporate or individual performance objectives applicable to an Award of Restricted Stock or Restricted Stock Units in accordance with
Section 12.1 and Section 12.2. Each Award of Restricted Stock or Restricted Stock Units may be subject to a different
Restricted Period and additional restrictions. Neither Restricted Stock nor Restricted Stock Units may be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other applicable restrictions.
10.2. Restricted
Stock Certificates.
The Company shall issue stock, in the name of each
Grantee to whom Restricted Stock has been granted, stock certificates or other evidence of ownership representing the total number of
shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an
Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Grantee’s benefit until such
time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be delivered
to the Grantee; provided, however, that such certificates shall bear a legend or legends that comply with the applicable
securities laws and regulations and make appropriate reference to the restrictions imposed under the Plan and the Award Agreement.
10.3. Rights
of Holders of Restricted Stock.
Unless the Board otherwise provides in an Award
Agreement and subject to Section 17.12, holders of Restricted Stock shall have rights as stockholders of the Company, including
voting and dividend rights.
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10.4. Rights
of Holders of Restricted Stock Units.
10.4.1. Settlement
of Restricted Stock Units.
Restricted Stock Units may be settled in cash or
Stock, as determined by the Board and set forth in the Award Agreement. The Award Agreement shall also set forth whether the Restricted
Stock Units shall be settled (i) within the time period specified for “short term deferrals” under Section 409A
or (ii) otherwise within the requirements of Section 409A, in which case the Award Agreement shall specify upon which events
such Restricted Stock Units shall be settled.
10.4.2. Voting
and Dividend Rights.
Unless otherwise stated in the applicable Award
Agreement and subject to Section 17.12, holders of Restricted Stock Units shall not have rights as stockholders of the Company,
including no voting or dividend or dividend equivalents rights.
10.4.3. Creditor’s
Rights.
A holder of Restricted Stock Units shall have no
rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of
the Company, subject to the terms and conditions of the applicable Award Agreement.
10.5. Purchase
of Restricted Stock.
The Grantee shall be required, to the extent required
by applicable law, to purchase the Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the aggregate
par value of the shares of Stock represented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the related
Award Agreement. If specified in the Award Agreement, the Purchase Price may be deemed paid by Services already rendered. The Purchase
Price shall be payable in a form described in Section 11 or, in the discretion of the Board, in consideration for past Services
rendered.
10.6. Delivery
of Stock.
Upon the expiration or termination of any Restricted
Period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to shares of Restricted Stock
or Restricted Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Agreement, a stock certificate for
such shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case
may be.
11. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK
11.1. General
Rule.
Payment of the Option Price for the shares purchased
pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable
to the Company, except as provided in this Section 11.
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11.2. Surrender
of Stock.
To the extent the Award Agreement so provides,
payment of the Option Price for shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock may
be made all or in part through the tender to the Company of shares of Stock, which shares shall be valued, for purposes of determining
the extent to which the Option Price or Purchase Price for Restricted Stock has been paid thereby, at their Fair Market Value on the date
of exercise or surrender. Notwithstanding the foregoing, in the case of an Incentive Stock Option, the right to make payment in the form
of already owned shares of Stock may be authorized only at the time of grant.
11.3. Cashless
Exercise.
With respect to an Option only (and not with respect
to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price may
be made all or in part by delivery (on a form acceptable to the Company) of an irrevocable direction to a licensed securities broker acceptable
to the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of the Option Price
and any withholding taxes described in Section 17.3.
11.4. Other Forms
of Payment.
To the extent the Award Agreement so provides,
payment of the Option Price or the Purchase Price for Restricted Stock may be made in any other form that is consistent with applicable
laws, regulations and rules, including, but not limited to, the Company’s withholding of shares of Stock otherwise due to the exercising
Grantee.
12. TERMS AND CONDITIONS OF PERFORMANCE AWARDS
12.1. Performance
Conditions.
The right of a Grantee to exercise or receive a
grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee.
The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance
conditions. Such Awards are referred to as “Performance Awards.”
12.2. Performance
Goals Generally.
The performance goals for Performance Awards shall
consist of one or more business or other criteria and a targeted level or levels of performance with respect to each of such criteria,
as specified by the Committee consistent with this Section 12.2. The Committee may determine that such Performance Awards
shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must
be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance goals may, in the discretion of
the Committee, be established on a Company-wide basis, or with respect to one or more business units, divisions, subsidiaries or business
segments, as applicable. Performance goals may be absolute or relative (to the performance of one or more comparable companies or indices).
The Committee may determine the extent to which measurement of performance goals may exclude the impact of charges for restructuring,
discontinued operations, extraordinary items, debt redemption or retirement, asset write downs, litigation or claim judgments or settlements,
acquisitions or divestitures, foreign exchange gains and losses, and other unusual non-recurring items, and the cumulative effects of
tax or accounting changes (each as defined by generally accepted accounting principles and as identified in the Company’s financial
statements or other SEC filings). Performance goals may differ for Performance Awards granted to any one Grantee or to different Grantees.
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12.3. Business
Criteria.
For purposes of Performance Awards, the Committee
may select any business criteria for the Company, on a consolidated basis, and/or specified subsidiaries or business units of the Company
(except with respect to the total stockholder return and earnings per share criteria), including any of the following: (i) cash flow;
(ii) earnings per share, as adjusted for any stock split, stock dividend or other recapitalization; (iii) earnings measures (including
EBIT and EBITDA)); (iv) return on equity; (v) total stockholder return; (vi) share price performance, as adjusted for any stock split,
stock dividend or other recapitalization; (vii) return on capital; (viii) revenue; (ix) income; (x) profit margin; (xi) return on operating
revenue; (xii) brand recognition/acceptance; (xiii) customer metrics (including customer satisfaction, customer retention, customer profitability,
or customer contract terms); (xiv) productivity; (xv) expense targets; (xvi) market share; (xvii) cost control measures; (xviii) balance
sheet metrics; (xix) strategic initiatives; (xx) implementation, completion or attainment of measurable objectives with respect to recruitment
or retention of personnel or employee satisfaction; (xxi) return on assets; (xxii) growth in net sales; (xxiii) the ratio of net sales
to net working capital; (xxiv) improvement in management of working capital items (inventory, accounts receivable or accounts payable);
(xxv) sales from newly-introduced products; (xxvi) successful completion of, or achievement of milestones or objectives related to, financing
or capital raising transactions, strategic acquisitions or divestitures, joint ventures, partnerships, collaborations, or other transactions;
(xxvii) product quality, safety, productivity, yield or reliability (on time and complete orders); (xxviii) funds from operations; (xxix)
regulatory body approval for commercialization of a product; (xxx) debt levels or reduction or debt ratios; (xxxi) economic value; (xxxii)
operating efficiency; (xxxiii) research and development achievements; or (xxxiv) any combination of the forgoing business criteria; provided,
however, that such business criteria shall include any derivations of business criteria listed above (e.g., income shall include
pre-tax income, net income, operating income, etc.).
13. other sTOCK-based awards
13.1. Grant of
Other Stock-based Awards.
Other Stock-based Awards may be granted either
alone or in addition to or in conjunction with other Awards under the Plan. Other Stock-based Awards may be granted in lieu of other cash
or other compensation to which a Service Provider is entitled from the Company or may be used in the settlement of amounts payable in
shares of Common Stock under any other compensation plan or arrangement of the Company. Subject to the provisions of the Plan, the Committee
shall have the sole and complete authority to determine the persons to whom and the time or times at which such Awards shall be made,
the number of shares of Common Stock to be granted pursuant to such Awards, and all other conditions of such Awards. Unless the Committee
determines otherwise, any such Award shall be confirmed by an Award Agreement, which shall contain such provisions as the Committee determines
to be necessary or appropriate to carry out the intent of this Plan with respect to such Award.
13.2. Terms of
Other Stock-based Awards.
Any Common Stock subject to Awards made under this
Section 13 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are
issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.
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14. REQUIREMENTS OF LAW
14.1. General.
The Company shall not be required to sell or issue
any shares of Stock under any Award if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual
exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without limitation
any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing,
registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body
is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may
be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any
delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act,
upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such
Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such shares
unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such
shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Board shall be
final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant
to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or
the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction
that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered
or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall
be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.
14.2. Rule 16b-3.
During any time when the Company has a class of
equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of
Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the
extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall
be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan.
In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary
to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.
15. EFFECT OF CHANGES IN CAPITALIZATION
15.1. Changes
in Stock.
If (i) the number of outstanding shares of Stock
is increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities
of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares,
stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of
consideration by the Company occurring after the Effective Date or (ii) there occurs any spin-off, split-up, extraordinary cash dividend
or other distribution of assets by the Company, the number and kinds of shares for which grants of Awards may be made under the Plan shall
be equitably adjusted by the Company; provided that any such adjustment shall comply with Section 409A. In addition, in the event
of any such increase or decrease in the number of outstanding shares or other transaction described in clause (ii) above, the number and
kind of shares for which Awards are outstanding and the Option Price per share of outstanding Options and SAR Exercise Price per share
of outstanding SARs shall be equitably adjusted; provided that any such adjustment shall comply with Section 409A.
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15.2. Effect of Certain Transactions.
Except as otherwise provided in an Award Agreement
and subject to the provisions of Section 15.3, in the event of a Corporate Transaction, the Plan and the Awards issued hereunder
shall continue in effect in accordance with their respective terms, except that following a Corporate Transaction either (i) each outstanding
Award shall be treated as provided for in the agreement entered into in connection with the Corporate Transaction or (ii) if not so provided
in such agreement, each Grantee shall be entitled to receive in respect of each share of Common Stock subject to any outstanding Awards,
upon exercise or payment or transfer in respect of any Award, the same number and kind of stock, securities, cash, property or other consideration
that each holder of a share of Common Stock was entitled to receive in the Corporate Transaction in respect of a share of Common stock;
provided, however, that, unless otherwise determined by the Committee, such stock, securities, cash, property or other consideration
shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Awards prior to such
Corporate Transaction. Without limiting the generality of the foregoing, the treatment of outstanding Options and SARs pursuant to this
Section 15.2 in connection with a Corporate Transaction in which the consideration paid or distributed to the Company’s
stockholders is not entirely shares of common stock of the acquiring or resulting corporation may include the cancellation of outstanding
Options and SARs upon consummation of the Corporate Transaction as long as, at the election of the Committee, (i) the holders of affected
Options and SARs have been given a period of at least fifteen days prior to the date of the consummation of the Corporate Transaction
to exercise the Options or SARs (to the extent otherwise exercisable) or (ii) the holders of the affected Options and SARs are paid (in
cash or cash equivalents) in respect of each Share covered by the Option or SAR being canceled an amount equal to the excess, if any,
of the per share price paid or distributed to stockholders in the Corporate Transaction (the value of any non-cash consideration to be
determined by the Committee in its sole discretion) over the Option Price or SAR Exercise Price, as applicable. For avoidance of doubt,
(1) the cancellation of Options and SARs pursuant to clause (ii) of the preceding sentence may be effected notwithstanding anything to
the contrary contained in this Plan or any Award Agreement and (2) if the amount determined pursuant to clause (ii) of the preceding sentence
is zero or less, the affected Option or SAR may be cancelled without any payment therefore. The treatment of any Award as provided in
this Section 15.2 shall be conclusively presumed to be appropriate for purposes of Section 15.1.
15.3. Change
in Control.
15.3.1. Consequences
of a Change in Control.
For Awards granted to Non-Employee Directors, upon
a Change in Control all outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to outstanding
Awards shall lapse and become vested and non-forfeitable, and any specified performance goals with respect to outstanding Awards shall
be deemed to be satisfied at target.
For Awards granted to any other Service Providers,
either of the following provisions shall apply, depending on whether, and the extent to which, Awards are assumed, converted or replaced
by the resulting entity in a Change in Control:
(i) To the extent such Awards are not assumed, converted or replaced by the resulting entity in the Change in Control, then upon the Change
in Control such outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to such outstanding
Awards, other than for Performance Awards, shall lapse and become vested and non-forfeitable, and for any outstanding Performance Awards
the target payout opportunities attainable under such Awards shall be deemed to have been fully earned as of the Change in Control based
upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual
level of achievement of all relevant performance goals against target as of the Company’s fiscal quarter end preceding the Change
in Control and the Award shall become vested pro rata based on the portion of the applicable performance period completed through the
date of the Change in Control.
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(ii) To the extent such Awards are assumed, converted or replaced by the resulting entity in the Change in Control, if, within two years
after the date of the Change in Control, the Service Provider has a Separation from Service either (1) by the Company other than for “cause”
or (2) by the Service Provider for “good reason” (each as defined in the applicable Award Agreement), then such outstanding
Awards that may be exercised shall become fully exercisable, all restrictions with respect to such outstanding Awards, other than for
Performance Awards, shall lapse and become vested and non-forfeitable, and for any outstanding Performance Awards the target payout opportunities
attainable under such Awards shall be deemed to have been fully earned as of the Separation from Service based upon the greater of: (A)
an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual level of achievement of
all relevant performance goals against target as of the Company’s fiscal quarter end preceding the Change in Control and the Award
shall become vested pro rata based on the portion of the applicable performance period completed through the date of the Separation from
Service.
15.3.2. Change
in Control Defined.
Except as may otherwise be defined in an Award
Agreement, a “Change in Control” shall mean the occurrence of any of the following events:
(a) Any
Person becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of Outstanding
Voting Securities; provided, however, that, for purposes of this definition, the following acquisitions shall not constitute
a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (iv) any acquisition pursuant to
a Corporate Transaction that complies with subsections (c)(i), (c)(ii) and (c)(iii) of this definition;
(b) Continuing
Directors cease for any reason to constitute at least a majority of the Board;
(c) Consummation
of a Corporate Transaction unless, following such Corporate Transaction, (i) all or substantially all of the individuals and entities
that were the beneficial owners of the Outstanding Voting Securities immediately prior to such Corporate Transaction beneficially own,
directly or indirectly, more than 50% of the then-outstanding combined voting power of the then-outstanding voting securities entitled
to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from
such Corporate Transaction (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or
substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions
as their ownership of the Outstanding Voting Securities immediately prior to such Corporate Transaction, (ii) no Person (excluding any
corporation resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Corporate Transaction) beneficially owns, directly or indirectly, more than 50% of the combined voting power of the
then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Corporate Transaction,
and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of
the entity resulting from such Corporate Transaction were Continuing Directors at the time of the execution of the initial agreement or
of the action of the Board providing for such Corporate Transaction; or
(d) The
stockholders of the Company give approval of a complete liquidation or dissolution of the Company.
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Notwithstanding the foregoing, if it is determined
that an Award hereunder is subject to the requirements of Section 409A and payable upon a Change in Control, the Company will not
be deemed to have undergone a Change in Control unless the Company is deemed to have undergone a “change in control event”
pursuant to the definition of such term in Section 409A.
15.4. Adjustments.
Adjustments under this Section 15
related to shares of Stock or securities of the Company shall be made by the Board, whose determination in that respect shall be final,
binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting
from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share.
16. No Limitations on Company
The making of Awards pursuant to the Plan shall
not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of
its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business
or assets.
17. TERMS APPLICABLE GENERALLY TO AWARDS GRANTED UNDER THE PLAN
17.1. Disclaimer
of Rights.
No provision in the Plan or in any Award Agreement
shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere
in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments
to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition,
notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted
under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a Service
Provider. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to
pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted
to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to
any Grantee or beneficiary under the terms of the Plan.
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17.2. Nonexclusivity
of the Plan.
Neither the adoption of the Plan nor the submission
of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the right and authority
of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class
or classes of individuals or specifically to a particular individual or particular individuals), including, without limitation, the granting
of stock options as the Board in its discretion determines desirable.
17.3. Withholding
Taxes.
The Company or an Affiliate, as the case may be,
shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required
by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon the
issuance of any shares of Stock upon the exercise of an Option or SAR, or (iii) otherwise due in connection with an Award. At the
time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the
Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior approval
of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the
Grantee may elect to satisfy such obligations, or the Company may require such obligations (up to maximum statutory rates) to be satisfied,
in whole or in part, (i) by causing the Company or the Affiliate to withhold the number of shares of Stock otherwise issuable to the Grantee
as may be necessary to satisfy such withholding obligation or (ii) by delivering to the Company or the Affiliate shares of Stock already
owned by the Grantee. The shares of Stock so delivered or withheld shall have an aggregate fair market value equal to such withholding
obligations (up to maximum statutory rates). The fair market value of the shares of Stock used to satisfy such withholding obligation
shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee
who has made an election pursuant to this Section 17.3 may satisfy his or her withholding obligation only with shares of Stock
that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.
17.4. Captions.
The use of captions in this Plan or any Award Agreement
is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or any Award Agreement.
17.5. Other Provisions.
Each Award Agreement may contain such other terms
and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion. In the event of any conflict
between the terms of an employment agreement and the Plan, the terms of the employment agreement govern.
20
17.6. Number
and Gender.
With respect to words used in this Plan, the singular
form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.
17.7. Severability.
If any provision of the Plan or any Award Agreement
shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof
shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.
17.8. Governing
Law.
The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law, and applicable federal
law.
17.9. Section 409A.
The Plan is intended to comply with Section 409A
to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be
in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined
in Section 409A shall not be treated as deferred compensation unless applicable laws require otherwise. Notwithstanding anything
to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A, amounts that
would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately
following the Grantee’s Separation from Service shall instead be paid on the first payroll date after the six-month anniversary
of the Grantee’s Separation from Service (or the Grantee’s death, if earlier). Notwithstanding the foregoing, neither the
Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Grantee
under Section 409A and neither the Company nor the Committee will have any liability to any Grantee for such tax or penalty.
17.10. Separation
from Service.
The Board shall determine the effect of a Separation
from Service upon Awards, and such effect shall be set forth in the appropriate Award Agreement. Without limiting the foregoing, the Board
may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, the actions that will
be taken upon the occurrence of a Separation from Service, including, but not limited to, accelerated vesting or termination, depending
upon the circumstances surrounding the Separation from Service.
21
17.11. Transferability
of Awards.
17.11.1. Transfers
in General.
Except as provided in Section 17.11.2,
no Award shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution,
and, during the lifetime of the Grantee, only the Grantee personally (or the Grantee’s personal representative) may exercise rights
under the Plan.
17.11.2. Family
Transfers.
If authorized in the applicable Award Agreement,
a Grantee may transfer, not for value, all or part of an Award (other than Incentive Stock Options) to any Family Member. For the purpose
of this Section 17.11.2, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer
under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty
percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer
under this Section 17.11.2, any such Award shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. Subsequent transfers of transferred Awards are prohibited except to Family Members of the original Grantee
in accordance with this Section 17.11.2 or by will or the laws of descent and distribution.
17.12. Dividends
and Dividend Equivalent Rights.
If specified in the Award Agreement, the recipient
of an Award (other than Options or SARs) may be entitled to receive dividends or dividend equivalents with respect to the Common Stock
or other securities covered by an Award. The terms and conditions of a dividend equivalent right may be set forth in the Award Agreement.
Dividend equivalents credited to a Grantee may be reinvested in additional shares of Stock or other securities of the Company at a price
per unit equal to the Fair Market Value of a share of Stock on the date that such dividend was paid to stockholders, as determined in
the sole discretion of the Committee. Notwithstanding any provision herein to the contrary, in no event will dividends or dividend equivalents
vest or otherwise be paid out prior to the time that the underlying Award (or portion thereof) has vested and, accordingly, will be subject
to cancellation and forfeiture if such Award does not vest (including both time-based and performance-based Awards).
The Plan was adopted by the Board and
approved by the stockholders of the Company effective June 23, 2026.
22
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