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: Dilutive effects of a stock option plan

No need to get sensitive. I agree that this should be examined carefully because this is utlimately from our pockets. For sake of argument and simplicity of numbers, a 200 million share count company at $5 per share is a $1 billion cap - that $1 billion cap over 20% more shares (240 mln) is obviously 16.6% lower per share ($4.17- we give up 20% appreciation) and over 10% more shares it is 9% lower per share ($4.55 - give up 10% appreciation). We are being asked how much of our value we should be willing to transfer to the management and employees of the company.

What is mistaken in your argument is that you have mixed something not being asked into your analysis - the vesting period. The vesting period has already been lengthened to 25% each year over 4 years. That is not being voted on. You also suggest the 10% 18 month plan is rolling and the 20% is fixed - I didn't see that in the question we are voting on. Based on the precedents I have seen, I would venutre that once granted the 20% number continues to come back to us - How frequently will depend on how quickly they exhaust the pool - and correct me if I am wrong but I believe the option plan is silent on the total number of options to be granted in any one year or any other metrics that would control the timeline of dilution.

What is being asked is to increase the amount of potential dilution to 20%.

Last time I checked, I have far more money invested in this company than any of the top management. I also have zero control on the outcome. I understand the desire to keep a company's management and employees aligned with the interests of shareholders. But I do not believe in one way bets for management and employees. Yes they have their reputation and livelihood at stake but they are being paid and I would argue reasonably well paid - someone is on the verge of a $450,000 cash bonus for hanging around a year- to conduct the affairs of our company. We have our savings at stake and we are not getting a free ride, we paid up front. While we have a lot to gain we are also assuming a very large amount of the financial risk.

Thank-you for putting the question to the company. I think it will help them understand that this is an important issue for us. If it is important fro them, they will provide clear answers on all these issues. I look forward to hearing how the company responds.

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