EVFM 2018 Proxy Statement

30 APPROVAL OF THE COMPANY’S AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN (Notice Item 2) General Our Board of Directors is requesting that our stockholders approve the Company’s Amended and Restated 2014 Equity Incentive Plan as attached as Appendix A to this proxy statement, or the Amended and Restated 2014 Plan. The Amended and Restated 2014 Plan was approved by our Board of Directors on March 9, 2018 and includes an increase in the number of authorized shares under the 2014 Plan from 458,586 to an aggregate of 5,300,000 shares of common stock and makes certain other changes to the 2014 Plan as set forth in the Amended and Restated 2014 Plan. The 2014 Plan was originally approved by our Board of Directors and stockholders in September 2014. By its terms, the 2014 Plan may be amended by the Compensation Committee provided that any amendment that the Compensation Committee determines requires stockholder approval is subject to receiving such stockholder approval. Approval of the Amended and Restated 2014 Plan is required by the listing rules of The Nasdaq Stock Market and by the Internal Revenue Code of 1986, as amended, or the Code and related regulations in order for options to employees to be issued as incentive stock options. As of February 28, 2018, a total of 458,586 shares of our common stock remain available for issuance under the 2014 Plan; options to purchase 240,637 shares of common stock remain outstanding. As of February 28, 2018, a total of 54,528 shares of our common stock have been issued upon the exercise of options and vesting of other equity awards granted under the 2014 Plan. Reasons for the Amendment and Restatement of the 2014 Plan Our Board of Directors, the Compensation Committee and management believe that the effective use of stock- based long-term incentive compensation is vital to our ability to achieve strong performance in the future. As our management team transitions from operating a private company to operating a publicly traded company, our Compensation Committee, in connection with its evaluation of our compensation practices and after discussions with our advisors, has determined it to be in the best interest of the Company and our stockholders to adopt the Amended and Restated 2014 Plan. The Amended and Restated 2014 Plan will maintain and enhance the key policies and practices adopted by our Board of Directors to align employee and stockholder interests and to link compensation to Company performance. In addition, our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. We believe that the increase in the number of shares available for issuance under the Amended and Restated 2014 Plan is essential to permit our management to continue to provide long- term, equity-based incentives to present to future key employees, consultants and directors, particularly in light of the effect of the Merger on the equity ownership of our management team. The Board of Directors and our Compensation Committee believe that the number of shares currently remaining available for issuance pursuant to future awards under the existing 2014 Plan (as of February 28, 2018) is not sufficient for its immediate or future granting needs. The following is a brief summary of the Amended and Restated 2014 Plan. This summary is qualified in its entirety by reference to the text of the Amended and Restated 2014 Plan, a copy of which is attached as Appendix A to this proxy statement. Summary of Material Features of the Amended and Restated 2014 Plan Eligibility. The Amended and Restated 2014 Plan allows us, under the direction of our Compensation Committee, to make grants of stock options, stock appreciation rights, restricted and unrestricted stock awards, restricted stock awards and other cash and stock-based awards to employees, consultants and directors who, in the opinion of the Compensation Committee, are in a position to make a significant contribution to our long-term success. All employees, directors and consultants of the Company and its affiliates are eligible to participate in the Amended and Restated 2014 Plan. As of February 28, 2018, there were approximately 30 individuals eligible to participate in the Amended and Restated 2014 Plan. Shares Available for Issuance. 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