Eligibility and Administration. Our employees, consultants and directors, are eligible to receive awards under the 2017 Plan. The 2017 Plan is administered by the compensation committee of the board of directors, which may delegate its duties and responsibilities to one or more officers, agents or advisors (referred to collectively as the plan administrator below), subject to the limitations imposed under the 2017 Plan and applicable law, or a sub-committee thereof or any other committee designated by the board of directors. The plan administrator has the authority to take all actions and make all determinations under the 2017 Plan, to interpret the 2017 Plan and award agreements, determine which eligible service providers receive awards, and set the terms and conditions of all awards, subject to the conditions and limitations in the 2017 Plan.

Shares Available for Awards. The aggregate number of shares of our Common available for issuance under the 2017 Plan is equal to 3,000,000 shares.

Awards. The 2017 Plan provides for the grant of stock options, stock appreciation rights, or SARs, restricted stock, dividend equivalents, restricted stock units, performance awards, performance cash awards, and other stock or cash based awards. All awards under the 2017 Plan will be set forth in award agreements, which will detail the terms and conditions of awards, which may include any applicable vesting and payment terms and post-termination exercise limitations. Until such time, if any, that the 2017 Plan is approved by our stockholders, we may not issue incentive stock options, or ISOs,

Performance Measures. The plan administrator may select performance measures for an award to establish performance goals for a performance period. When determining performance goals, the plan administrator may provide for the inclusion or exclusion of the impact of certain non-recurring events as well as certain legal, regulatory, tax or accounting changes.

Certain Transactions. In the event of a change in control in which outstanding awards under the 2017 Plan are not assumed or substituted, then prior to the change in control (i) all outstanding options and SARs will become immediately exercisable in full and will terminate upon consummation of the change in control; (ii) all restrictions and vesting requirements applicable to any award based solely on the continued service of the participant will terminate; and (iii) all awards, the vesting or payment of which are based on performance goals, will vest as though such performance goals were achieved at target. Notwithstanding the foregoing, in connection with a change in control, the plan administrator may determine that outstanding stock-based awards granted under the 2017 Plan, whether or not exercisable or vested, will be canceled and terminated in exchange for a cash payment (or the delivery of shares, other securities or a combination of cash, shares and securities) equal to the difference, if any, between the consideration to be received by Company stockholders in respect of a share of Common Stock in connection with such change in control and the purchase price per share, if any, under the award, multiplied by the number of shares of Common Stock subject to such award.

Plan Amendment and Termination. Our board of directors may terminate the 2017 Plan at any time and the plan administrator may amend the 2017 Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the 2017 Plan, may adversely affect an award outstanding under the 2017 Plan without the consent of the affected participant, and stockholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws. Further, the plan administrator cannot, without the approval of our stockholders, amend any outstanding stock option or SAR to reduce its price per share. The 2017 Plan will remain in effect until the day before the tenth anniversary of the date it was initially approved by our board of directors, unless earlier terminated by our board of directors. No awards may be granted under the 2017 Plan after its termination.

The foregoing description of the 2017 Plan is not complete and is qualified in its entirety by reference to the full text of the 2017 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 24, 2017, the board of directors of the Company adopted and approved an amendment to the By-laws of the Company (the “Amendment”) to set the authorized number of directors of the Company at not less than one (1) nor more than seven (7) with the actual number of directors to be determined by affirmative vote of a majority of the directors then in office. The forgoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-Kand incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

MIKROS SYSTEMS CORP Exhibit
EX-3.1 2 ex3-1.htm EXHIBIT 3.1 ex3-1.htm Exhibit 3.1   AMENDMENT TO THE BY-LAWS OF MIKROS SYSTEMS CORPORATION   THIS AMENDMENT TO THE BY-LAWS OF MIKROS SYSTEMS CORPORATION (the “Corporation”) is made this 24th day of July,…
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About MIKROS SYSTEMS CORPORATION (OTCMKTS:MKRS)

Mikros Systems Corporation designs and manufactures software, hardware and electronic systems used to maintain distributed systems. The Company’s distribution systems include defense equipment, such as radars and combat systems, and commercial and industrial applications, such as printing presses, power distribution and utility systems, and Federal Aviation Administration systems. The Company offers systems for maintenance of radars and combat systems, which include Adaptive Diagnostic Electronic Portable Testset (ADEPT) and ADEPT Distance Support Sensor Suite (ADSSS). Its other products include Diagnostic Profiler and Prognostics Framework. ADEPT is a personal computer-based maintenance automation workstation used to maintain AN/SPY-1 phased array radar on cruisers and destroyers. ADSSS is a Condition-Based Maintenance (CBM) system used to monitor Combat System Elements (CSEs) onboard the Littoral Combat Ship (LCS).