Aiming to become the global leader in chip-scale photonic solutions by deploying Optical Interposer technology to enable the seamless integration of electronics and photonics for a broad range of vertical market applications

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Message: options, dilution and venture capital

While the rs has been discussed to death, I feel more attention needs to be focused on the request to double the percentage of options granted to insiders and employees. Before voting on this, I would urge everyone to Google "average option assignment for employees" or something similar. One interesting article is at: http://www.marsdd.com/mars-library/allocating-stock-options-for-an-employee-stock-option-plan-esop/

More than one poster has stated that the overhang and exercise of warrants and options has a lot to do with the recent price decline and as more get excerised to expect more of the same. Granting of options is necessary - but it is dilutive, working something like compound interest (i.e. the first round of options granted is exercised -say at 10% -increasing the float by 10% - and the next round of options is granted at 10% of the larger float, etc,etc,etc). Options won't be excercised except if the excercise price is lower than the market- thus adding cheap shares into the market, depressing the price and thus the retail shareholders value. As I have stated - management and employees deserve their payday, but potentially doubling the rate of dilution IMHO is excessive. I have 2 recommendations:

1. The increase be less than 20%

2. Excercise price the set at some percentage above the market price at the time of assignment-on a sliding scale. This keeps management and employees incentivized and rewarded. while offering at least some protection to the shareholders of the $ value of their holdings.

Finally, as regards capital raises (alluded to in the companys NRs) - most venture capitalists will require issuance of more options as a condition of investing. Aparently there are several ways of which this can be structured- some of which share the burden of dilution equally with all parties, and others which place it squarely on the backs of the retail shareholders. I feel the issue of dilution needs to be adressed at the and is of greater concern than the rs.

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