The Lima Arizona Proposal to Approve Restricted Stock Plan is a comprehensive plan designed to grant restricted stock to eligible employees and align their interests with the long-term success of the company. This proposal aims to ensure that key employees remain motivated and committed to achieving the company's strategic goals. Under this plan, eligible employees will be awarded a specific number of restricted stock units (RSS) based on their performance, position, and tenure with the company. This RSS is subject to certain restrictions and conditions, which are designed to incentivize employees to remain with the company for a designated period of time. The proposal includes various types of restricted stock plans to cater to different needs and circumstances. These may include: 1. Time-Based Restricted Stock: This type of plan grants RSS to employees, which vest over a specific period of time. For instance, a portion of the RSS may vest annually over a four-year period. 2. Performance-Based Restricted Stock: Under this plan, RSS are awarded based on the achievement of pre-determined performance targets. These targets may be linked to the company's financial performance, individual or team performance, or other relevant metrics. 3. Market Condition-Based Restricted Stock: This plan grants RSS based on the company's performance relative to market conditions. For example, RSS may vest if the company's stock price exceeds a certain threshold over a specific period. 4. Acquisition or Merger-Based Restricted Stock: In the event of an acquisition or merger, this plan ensures that employees are eligible for RSS based on the value created by such transactions. This RSS may vest upon the completion of the acquisition or merger. The proposal includes detailed information about the terms and conditions of the restricted stock plan, including vesting schedules, forfeiture provisions, and stockholder rights. It also outlines the potential impact on the company's financial statements and the dilution effect for existing shareholders. Overall, the Lima Arizona Proposal to Approve Restricted Stock Plan aims to attract, motivate, and retain talented employees by providing them with an opportunity to share in the company's long-term success. By aligning employees' interests with those of the shareholders, this plan aims to incentivize performance, drive growth, and create value for all stakeholders.