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: Vote NO

Allowing repricing on Options will always embolden management to pull the same (suspect) self-serving actions, or worse, in the future. And how does one even begin to measure the impact that this alone has had on current and future valuations?!

The sentiment previously expressed here that the Resolution should apply only to all but the CEO, CFO (and BOD) is at least a compromised position that at least holds truer to their intention.

Attracting and retaining talent?! Anyone on the inside or on the ‘outside looking in’ is initially drawn to this company by the promise that the tech holds - Options are merely a reflection on that recognition. All of which are negotiated in good faith upon hire. And now? ... is all the promise and delivery in the current product pipeline and subsequent impact on valuations a mirage? If no, then why behave this way?! For everyone on both the inside and out, this actually damages and undermines the belief that the SP will rise organically to reflect the apparent true value of the tech that they are so bullish on … thereby also detracting new investors … and herein lies as much of the damage done by even proposing this Resolution in the first place - in doing so it is actually counter to it’s intent of retaining talent, and again points to Executive management’s lack of capability and understanding on how to run a public company.

Please don’t misunderstand, I greatly believe in the tech and the prospect of its ultimate impact. I only question a rather under-qualified CEO (yet an enormous CTO) and his consequent decision regarding appointment and retention of this CFO (I even struggle with this characterization). Also his nominations to the BOD … I’m not saying that they haven’t been well-intended, rather it has been a myopic legacy of failure on managing a public company. I am open to any argument or evidence that they are anything but CEO YesMen. The gong-show continuum of amateurism, lack of self-awareness, and inability to recognize the need for real Grade A professional outside help (on and through the BoD and otherwise) are inexcusable. Let’s not even go to the Marketing/PR/Promotions front …

In final analysis I am both hopeful and quite certain that the tech will out-deliver these shortcomings … but at what further price to this loyal shareholder base?!

… and by any standard it also sets precedent. How does this Insider Option Amendment Resolution make the pricing, expiration dates and terms on any future Options credible and believable?! And on this basis we are to further approve the Amendment to the Omnibus Plan to promote more of this nonsense?! … if not so pathetic it would be laughable

And while I’m here … vote No (withhold) on Chris Tsiofas - please advise on anything he has done but support the financial mismanagement of this company … A further testament to the CEO/COB’s insular incompetency on these fronts. Please, I’m listening …

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