EVFM 2018 Proxy Statement

21 purchase 389,404 shares of Evofem Operations common stock, which were fully vested upon grant, at an exercise price of $1.19 per share awarded to the executive by Evofem Operations in 2016. (6) The share numbers and exercise prices reflected are those of options issued to the executive upon completion of the Merger in January 2018. These options were issued upon completion of the Merger in exchange for options to purchase 750,000 shares of Evofem Operations common stock at an exercise price of $1.19 per share awarded to the executive by Evofem Operations in 2016. Twenty-five percent of the award vested upon grant and the remaining 75% vests monthly over three years. (7) The share numbers and exercise prices reflected are those of options issued to the executive upon completion of the Merger in January 2018. These options were issued upon completion of the Merger in exchange for options to purchase 500,000 shares of Evofem Operations common stock, which vests over four years, with 25% vesting after one year and the remaining vesting monthly, at an exercise price of $1.19 per share awarded to the executive by Evofem Operations in 2016. (8) The share numbers and exercise prices reflected are those of options issued to the executive upon completion of the Merger in January 2018. These options were issued upon completion of the Merger in exchange for options to purchase 500,000 shares of Evofem Operations common stock at an exercise price of $1.19 per share awarded to the executive by Evofem Operations in 2016. Twenty-five percent of the award vested upon grant and the remaining 75% vests monthly over three years. (9) The share numbers and exercise prices reflected are those of options issued to the executive upon completion of the Merger in January 2018. These options were issued upon completion of the Merger in exchange for options to purchase 400,000 shares of Evofem Operations common stock, which vests over four years, with 25% vesting after one year and the remaining vesting monthly, at an exercise price of $1.19 per share awarded to the executive by Evofem Operations in 2016. (10) The share numbers and exercise prices reflected are those of options issued to the executive upon completion of the Merger in January 2018. These options were issued upon completion of the Merger in exchange for options to purchase 300,000 shares of Evofem Operations Common stock at an exercise price of $1.19 per share awarded to the executive by Evofem Operations in 2016. Twenty-five percent of the award vested upon grant and the remaining 75% vests monthly over three years. Employee Benefit and Equity Incentive Plans Stock Compensation Plans The Company initially adopted the 2007 Plan in March 2007, under which 211,893 shares of common stock were reserved for issuance to employees, non-employee directors, and consultants of the Company. The Company ceased granting any additional awards under our 2007 Plan, and presently grants equity awards under the 2014 Plan. On September 15, 2014, our board of directors adopted, and our stockholders approved, the 2014 Plan. The 2014 Plan provides incentives that will assist us to attract, retain, and motivate employees, including officers, consultants, and directors. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, RSUs, performance shares, and units and other cash-based or share-based awards. In addition, the 2014 Plan contains a mechanism through which we may adopt a deferred compensation arrangement in the future. A total of 166,666 shares of our common stock was initially authorized and reserved for issuance under the 2014 Plan, and, as of February 28, 2018, a total of 458,586 shares of our common stock were reserved and available for issuance under the 2014 Plan. If Proposal No. 2 is approved, a total of 5,300,000 shares of our common stock will be reserved and available for issuance under the 2014 Plan. Per the terms of the 2014 Plan (as currently in effect and as proposed to be amended and restated), this reserve will automatically increase on each January 1 through 2024, by an amount equal to the smaller of: x 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31; and x an amount determined by our board of directors. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the 2014 Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards which expire or are cancelled or forfeited will again become available for issuance under the 2014 Plan.