MANHATTAN BRIDGE CAPITAL, INC
10-Ks and 10-Qs
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by
Registrant x
Filed by
a Party other than the Registrant ¨
Check the
appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
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x
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to §240.14a-11(c) or
§240.1a-12
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Manhattan
Bridge Capital, Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1) Title
of each class of securities to which transaction
applies:
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2) Aggregate
number of securities to which transaction applies:
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3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed
maximum aggregate value of transaction:
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5) Total
fee paid:
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¨
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Fee
paid previously with preliminary
materials.
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¨ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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1) Amount
Previously Paid:
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2) Form,
Schedule or Registration Statement No.:
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3) Filing
Party:
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4) Date
Filed:
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MANHATTAN
BRIDGE CAPITAL, INC.
Notice
of Annual Meeting of Stockholders
To
be held on Monday, June 21, 2010
To Our
Stockholders:
You are
most cordially invited to attend the 2010 Annual Meeting of Stockholders of
Manhattan Bridge Capital, Inc. at 9:00 a.m. local time, on Monday, June 21,
2010, at the offices of Morse, Zelnick, Rose & Lander, LLP, 405 Park Avenue,
Suite 1401, New York, New York 10022.
The
Notice of Meeting and Proxy Statement on the following pages describe the
matters to be presented at the meeting.
It is
important that your shares be represented at this meeting to ensure the presence
of a quorum. Whether or not you plan to attend the meeting, we hope that you
will have your shares represented by signing, dating and returning your proxy in
the enclosed envelope, which requires no postage if mailed in the United States,
as soon as
possible. Your shares will be voted in accordance with the
instructions you have given in your proxy.
Thank you
for your continued support.
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Sincerely,
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Assaf
Ran
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President
and Chief Executive
Officer
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MANHATTAN
BRIDGE CAPITAL, INC.
Notice
of Annual Meeting of Stockholders
To
be held on Monday, June 21, 2010
The
Annual Meeting of Stockholders of Manhattan Bridge Capital, Inc. (the “Company”)
will be held at the offices of Morse, Zelnick, Rose & Lander, LLP, 405 Park
Avenue, Suite 1401, New York, New York 10022, on Monday, June 21, 2010 at 9:00
a.m., local time, for the purpose of considering and acting upon the
following:
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1.
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To
elect six (6) Directors to serve until the next Annual Meeting of
Stockholders and until their respective successors have been duly elected
and qualified.
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2.
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To
amend our 2009 Stock Option Plan to increase the number of shares of
Common Stock reserved for issuance from 200,000 to 350,000
shares.
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3.
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To
ratify the appointment of Hoberman, Miller,
Goldstein & Lesser, P.C. as our independent auditors for the
fiscal year ending December 31,
2010.
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4.
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To
transact such other business as may properly come before the meeting and
any adjournment or adjournments
thereof.
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Holders
of the Company’s Common Stock of record at the close of business on May 4, 2010
are entitled to notice of and to vote at the meeting, or any adjournment or
adjournments thereof. A complete list of such stockholders will be
available for examination by any stockholder at the meeting. The
meeting may be adjourned from time to time without notice other than by
announcement at the meeting.
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By
order of the Board of Directors
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Inbar
Evron-Yogev
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Secretary
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New York,
New York
May 14,
2010
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IMPORTANT:
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IT
IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE. THE
PROMPT RETURN OF PROXIES WILL ENSURE A QUORUM AND SAVE THE COMPANY THE
EXPENSE OF FURTHER SOLICITATION. EACH PROXY GRANTED MAY BE
REVOKED BY THE STOCKHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS
VOTED. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR
SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY
CARD SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL
BE VOTED.
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We
shall appreciate your giving this matter your prompt
attention.
IMPORTANT
NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR
THE STOCKHOLDER MEETING TO BE HELD ON JUNE 21, 2010
The
proxy materials for the Annual Meeting, including the Annual Report and the
Proxy Statement e are also available at http://www.manhattanbridgecapital.com/meeting-2010.html
MANHATTAN
BRIDGE CAPITAL, INC.
192
Lexington Avenue
New
York, New York 10016
PROXY
STATEMENT
FOR
Annual
Meeting of Stockholders
To
be held on Monday, June 21, 2010
Proxies
in the form enclosed with this Proxy Statement are solicited by the Board of
Directors of Manhattan Bridge Capital, Inc. (the “Company,” “we,” “us,” “our,”
or any derivative thereof) to be used at the Annual Meeting of Stockholders to
be held at the offices of Morse, Zelnick, Rose & Lander, LLP, 405 Park
Avenue, Suite 1401, New York, New York 10022, on Monday, June 21, 2010 at 9:00
a.m., local time, for the purposes set forth in the Notice of Meeting and this
Proxy Statement. The Company’s principal executive offices are
located at 192 Lexington Avenue, New York, New York 10016.
IMPORTANT
NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR
THE STOCKHOLDER MEETING TO BE HELD ON JUNE 21, 2010
The
proxy materials for the Annual Meeting, including the Annual Report and the
Proxy Statement e are also available at http://www.manhattanbridgecapital.com/meeting-2010.html
THE
VOTING AND VOTE REQUIRED
On the
record date for the meeting, which was the close of business on May 4, 2010,
there were outstanding 3,324,459 shares (not including 80,731 shares held
in treasury) of common stock of the
Company (the “Common Stock”), each of which will be entitled to one
vote.
The
presence, in person or by proxy, of holders of Common Stock having a majority of
the votes entitled to be cast at the meeting shall constitute a quorum.
Directors are elected by a plurality of the votes cast at the meeting, provided
a quorum is present in person or by proxy. Approval to amend the Company’s 2009
Stock Option Plan and ratification of the appointment of Hoberman, Miller, Goldstein
& Lesser, P.C. as independent auditors for the fiscal year ending December
31, 2010 requires the vote of a majority of the shares voting at the meeting and
entitled to vote on this matter, provided a quorum is present in person or by
proxy.
All
shares represented by valid proxies will be voted in accordance with the
instructions contained therein. In the absence of instructions,
proxies will be voted FOR each of the stated matters being voted on at the
meeting. A proxy may be revoked by the stockholder giving the proxy
at any time before it is voted, by written notice addressed to and received by
the Secretary of the Company or Secretary of the meeting, and a prior proxy is
automatically revoked by a stockholder giving a subsequent proxy or attending
and voting at the meeting. Attendance at the meeting, however, in and of itself
does not revoke a prior proxy. In the case of the election of
directors, shares represented by a proxy which are marked “WITHHOLD AUTHORITY”
to vote for all six nominees will not be counted in determining whether a
plurality vote has been received for the election of
directors. Shares represented by proxies which are marked “ABSTAIN”
on any other proposal will not be counted in determining whether the requisite
vote has been received for such proposal. In instances where brokers
are prohibited from exercising discretionary authority for beneficial owners who
have not returned proxies (“broker non-votes”), those shares will not be
included in the vote totals and, therefore, will have no effect on the outcome
of the vote.
This
proxy statement together with the related proxy card and our Annual Report for
the year ended December 31, 2009, including financial statements, will be mailed
on or about May 14, 2010.
1
Proposal
No. 1
ELECTION
OF DIRECTORS
Six directors are to be elected at the
Annual Meeting. All directors hold office until the next annual meeting
of stockholders and until their successors are duly elected and
qualified.
It is
intended that votes pursuant to the enclosed proxy will be cast for the election
of the six nominees named below. In the event that any such nominee
should become unable or unwilling to serve as a Director, the Proxy will vote
for the election of an alternate candidate, if any, as shall be designated by
the Board of Directors (the “Board”). Our Board has no reason to
believe these nominees will be unable to serve if elected. Each nominee has
consented to being named in this Proxy Statement and to serve if elected. All
six nominees are currently members of our Board. There are no family
relationships among any of the executive officers or directors of the
Company.
Disclosure
of Director Qualifications
The
Board, acting through the Nominating Committee, is responsible for assembling
for stockholder consideration a group of nominees that, taken together, have the
experience, qualifications, attributes, and skills appropriate for functioning
effectively as a Board.
The
Nominating Committee looks for certain characteristics common to all board
members, including integrity, strong professional reputation and record of
achievement, constructive and collegial personal attributes, and the ability and
commitment to devote sufficient time and energy to Board service.
In
addition, the Nominating Committee seeks to include on the Board a complementary
mix of individuals with diverse backgrounds and skills reflecting the broad set
of challenges that the board confronts.
Our
director nominees and their respective ages as of May 4, 2010 are as
follows:
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Name
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Age
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Position
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Assaf
Ran
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44
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Chairman
of the Board, Chief Executive Officer and President
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Michael
Jackson (1,2,3)
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45
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Director
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Phillip
Michals (1,2,3)
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40
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Director
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Eran
Goldshmid (1,2,3)
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43
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Director
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Mark
Alhadeff
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47
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Director
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Lyron
Bentovim(2)
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41
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Director
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(1)
Member of the Compensation Committee
(2)
Member of the Audit Committee
(3)
Member of the Nominating Committee
2
Set forth
below is a brief description of the background and business experience of our
director nominees:
Nominees
for Election
Assaf
Ran has been our Chief Executive Officer, President and a member of our
Board since our inception in 1989.
Michael
J. Jackson has
been a member of our Board since July 2000. Since April 2007, he has been
the Chief Financial Officer and the Executive Vice President of iCrossing, Inc.,
a digital marketing agency. From September 1999 to April 2007, he was the
corporate controller of AGENCY.COM, a global Internet professional services
company, for which he was the Chief Accounting Officer from May 2000 until
September 2001 and the Chief Financial Officer from October 2001 to April
2007. From October 1994 until August 1999, Mr. Jackson was a manager
at Arthur Andersen, LLP and Ernst and Young. Mr. Jackson also served
on the New York State Society Auditing Standards and Procedures Committee from
1998 to 1999 and served on the New York State Society’s SEC Committee from 1999
to 2001. Mr. Jackson holds an M.B.A. in Finance from Hofstra University
and is a Certified Public Accountant. During the past five years, until May
2008, Mr. Jackson also was a member of the Board of Directors of Adstar, Inc.
(PINKSHEETS: ADST.PK).
Phillip
Michals has been a member of our Board of Directors since March
1999. Since November 2000, he has also been a principal and a vice
president of RG Michals, a management-consulting firm for
a broker-dealer. Since August 2006, Mr. Michals has been
registered as an Investment Advisor for GunnAllen
Financial. Mr. Michals received a BS degree in human resources from
the University of Delaware in May 1992.
Eran
Goldshmid has been a member of our Board since March
1999. Mr. Goldshmid received certification as a financial
consultant in February 1993 from the School for Investment Consultants, Tel
Aviv, Israel, and a BA in business administration from the University of
Humberside, England in December 1998. From December 1998 until July
2001, he has been the general manager of the Carmiel Shopping Center in Carmiel,
Israel. Since August 2001, he has been the president of the New York
Diamond Center, New York, NY.
Mark
Alhadeff has been a member of our Board since December
2005. Mr. Alhadeff also serves as the Chief Technology Officer of DAG
Interactive, Inc. Mr. Alhadeff is the co-founder of Ocean-7
Development, Inc., a technology corporation in the business of providing
programming services as well as web development services and database
solutions. Mr. Alhadeff has been Ocean-7’s president since its
formation in 1999. Prior to founding Ocean-7, Mr. Alhadeff served as
a consultant to various publishers, worked as an art director and was actively
involved in creating and implementing the transition to digital production
methodologies before they became common industry practice. Mr.
Alhadeff is a Stony Brook University graduate.
Lyron
Bentovim has been a member of our Board in December 2008. Since August 2009 Mr.
Bentovim is Chief Operating Officer and Chief Financial Officer at Sunrise
Telecom a leader in test and measurement solutions for telecom, wireless and
cable networks. From August 2001 to July 2009, Mr. Bentovim has been a Portfolio
Manager of SKIRITAI Capital LLC, an investment advisor based in San Francisco.
From May 2000 to August 2001, he served as the President, COO and co-founder of
WebBrix Inc., a retail channel aiming to provide physical space and services for
online retailers. Additionally, Mr. Bentovim spent time as a Senior Engagement
Manager with strategy consultancies of USWeb/CKS, the Mitchell Madison Group
from September 1997 to May 2000. Mr. Bentovim also holds
directorships at Three Five Systems Inc. (PINKSHEETS
– TFSI.PK)
since September 2005, Argonaut Technologies Inc. (PINKSHEETS – AGNT.PK) since
May 2005 and Top Image Systems LTD (NASDAQ – TISA) since November
2008. During the past five years, Mr. Bentovim also held
directorships at Sunrise Telecom (PINKSHEETS – SRTI) from October 2008 until
August 2009, Ault Inc. (was NASDAQ – AULT – company sold) from October 2005
until February 2006, RTW Inc. (was NASDAQ – RTWI -company sold) from April 2006
until December 2007.
The
Board recommends a vote “FOR” the election of each of the director
nominees.
3
EXECUTIVE
OFFICERS
The
following table identifies our current executive officers:
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Name
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Age
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Capacity in Which Served
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In Current Position
Since
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Assaf
Ran (1)
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44
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Chief
Executive Officer
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1989
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Inbar
Evron-Yogev (2)
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37
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Chief
Financial Officer, Treasurer and Secretary
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2006
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(1)
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Mr. Ran’s biographical
information is provided above.
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(2)
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Mrs.
Evron-Yogev was appointed our Chief Financial Officer, Treasurer and
Secretary in March 2006. From 2003 until accepting her position
with us, Mrs. Evron-Yogev worked at PriceWaterhouseCoopers in New York
City, as an experienced senior on an audit team. As part of her
position at PriceWaterhouseCoopers, Mrs. Evron-Yogev was responsible for
the accounting of various companies from different industries, was
involved in the preparation of financial statements in accordance with
U.S. GAAP and U.S. GAAS, prepared, evaluated and audited 404
Sarbanes-Oxley assessments of public companies internal control
environments, oversaw and directed the financial aspects of various
project teams and analyzed financial data. From 2000 to 2003
Mrs. Evron-Yogev worked at the Luboshitz Kasierer office of Arthur
Andersen, in Tel-Aviv, Israel as a senior associate in an audit
team. At Arthur Andersen she was responsible for the accounting
and taxation of various private and public companies from different
industries and gained experience with both Israeli and American accounting
principles (Israel and U.S. GAAP), advised clients on various accounting
issues and performed local tax planning and
reporting.
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Code
of Ethics
The Board
has adopted a written Code of Ethics that applies to all directors, officers and
employees of the Company. We have posted the Code of Ethics on our
Web site, which is located at www.manhattanbridgecapital.com. In
addition, we intend to post on our Web site all disclosures that are required by
law or NASDAQ stock market listing standards concerning any amendments to, or
waivers from, any provision of our Code of Ethics.
Board
and Committees
The Board
has a standing Audit Committee, Compensation Committee and Nominating
Committee. The Board held two meetings during fiscal year
2009. During fiscal year 2009, our Audit Committee held four
meetings, our Compensation Committee held one meeting and our Nominating
Committee did not meet. Our Audit Committee is comprised of Messrs.
Michael J. Jackson, Phillip Michals, Eran Goldshmid and Lyron Bentovim. Each of
our Compensation Committee and Nominating Committee is comprised of Messrs.
Michael J. Jackson, Phillip Michals and Eran Goldshmid. Current copies of each
committee’s charter are posted on our web site at
www.manhattanbridgecapital.com.
All
directors attended or participated in at least 75% of the aggregate number of
meetings of the Board and of the Board’s committees on which each applicable
director served.
It is the
Company's policy that directors are invited and encouraged to attend the Annual
Meeting. Except for Phillip Michals all of our then current directors
attended the 2009 Annual Meeting.
4
Determination of
Independence
The Board
has determined, in accordance with Nasdaq’s listing standards, that:
(i) Messrs. Jackson, Michals, Goldschmid and Bentovim (the “Independent
Directors”) are independent and represent a majority of its members;
(ii) Messrs. Jackson, Michals, Goldschmid and Bentovim, as the sole
members of the Audit Committee, are independent for such purposes; and
(iii) Messrs. Jackson, Michals and Goldschmid, as the sole members of
the Compensation Committee, are independent for such purposes. In
determining director independence, our Board applies the independence standards
set by Nasdaq. In its application of such standards the Board takes into
consideration all transactions with Independent Directors and the impact of such
transactions, if any, on any of the Independent Directors’ ability to continue
to serve on our Board. To that end, for the fiscal year ended December 31, 2009,
our Board considered the compensation paid to the Independent Directors and
determined that those transactions were within the limits of the independence
standards set by Nasdaq and did not impact their ability to continue to serve as
Independent Directors.
Compensation
Committee
The
purpose of our Compensation Committee is to discharge the responsibilities of
our Board relating to compensation of our executive officers. The specific
responsibilities of our Compensation Committee include:
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establishing
and periodically reviewing our compensation philosophy and the adequacy of
compensation plans and programs for our executive officers and other
employees;
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establishing
compensation arrangements and incentive goals for our executive officers
and administering compensation
plans;
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reviewing
the performance of our executive officers and awarding incentive
compensation and adjusting compensation arrangements as appropriate based
upon performance; and
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reviewing
and monitoring our management development and succession plans and
activities.
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The
Compensation Committee is comprised entirely of directors who satisfy the
standards of independence applicable to compensation committee members
established under 162(m) of the Internal Revenue Code and Section 16(b) of the
Securities Exchange Act of 1934, as amended.
Audit
Committee
Our Audit
Committee assists our Board in its oversight of our financial reporting and
accounting processes. Management has the primary responsibility for
the preparation of financial statements and the reporting processes, including
the system of internal controls. Our independent registered public
accountants are responsible for auditing our annual financial statements and
issuing a report on the financial statements. In this context, the
oversight function of our Audit Committee includes:
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●
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a
review of the audits of our financial statements, including the integrity
of our financial statements;
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a
review of our compliance with legal and regulatory
requirements;
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●
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a
review of the performance of our independent registered public
accountants, including the engagement of the independent registered public
accountants and the monitoring of the independent registered public
accountants’ qualifications and
independence;
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●
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the
preparation of the report required to be included in our annual proxy
statement in accordance with Securities and Exchange Commission (“SEC”)
rules and regulations; and
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a
review of the quarterly and annual reports filed with the
SEC.
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The Board
has determined that Michael Jackson, the chairman of the Audit Committee, is
qualified as an Audit Committee Financial Expert pursuant to Item 407(d)(5) of
Regulations S-K. Each of the Audit Committee members is independent,
as that term is defined in Section 10A(m)(3) of the Exchange Act, and their
relevant experience is more fully described above.
5
Audit
Committee Report
The Audit
Committee oversees our financial reporting process on behalf of the Board. The
Audit Committee consists of four members of the Board who meet the independence
and experience requirements of NASDAQ and the SEC.
The Audit
Committee retains our independent registered public accounting firm and approves
in advance all permissible non-audit services performed by them and other
auditing firms. Although management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
control, the Audit Committee consults with management and our independent
registered public accounting firm regarding the preparation of financial
statements, the adoption and disclosure of our critical accounting estimates and
generally oversees the relationship of the independent registered public
accounting firm with our Company.
The Audit Committee reviewed our
audited financial statements for the year ended December 31, 2009, and met with
management to discuss such audited financial statements. The Audit
Committee has discussed with our independent accountants, Hoberman, Miller,
Goldstein & Lesser, P.C., the matters required to be discussed pursuant to
Statement on Accounting Standards No. 61, as may be modified or
supplemented. The Audit Committee has received the written
disclosures and the letter from Hoberman, Miller, Goldstein & Lesser, P.C.
required by the Independence Standards Board Standard No. 1, as may be modified
or supplemented. The Audit Committee has discussed with Hoberman,
Miller, Goldstein & Lesser, P.C. its independence from the Company and its
management. Hoberman, Miller, Goldstein & Lesser, P.C. had full
and free access to the Audit Committee. Based on its review and
discussions, the Audit Committee recommended to the Board that the audited
financial statements be included in the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2009, for filing with the SEC.
By the Audit Committee of the Board of
Directors of Manhattan Bridge Capital, Inc.
Michael J. Jackson
Philip Michals
Eran Goldshmid
Lyron Bentovim
The above
Audit Committee report is not deemed to be “soliciting material,” and is not
“filed” with the SEC.
Nominating
Committee
The
Nominating Committee is responsible for nominating director candidates for the
Annual Meeting of Stockholders each year and will consider director candidates
recommended by stockholders. In considering candidates submitted by
stockholders, the Nominating Committee will take into consideration the needs of
the Board and the qualifications of the candidate. The Nominating Committee may
also take into consideration the number of shares held by the recommending
stockholder and the length of time that such shares have been held. To have a
candidate considered by the Nominating Committee, a stockholder must submit the
recommendation in writing and must include the following information:
(i) the name of the stockholder and evidence of the person's ownership of
Company stock, (including the number of shares owned and the length of time of
ownership); (ii) the name of the candidate; (iii) the candidate's
resume or a listing of his or her qualifications to be a director of the
Company; and (iv) the person's consent to be named as a director if
selected by the Nominating Committee and nominated by the Board.
The
information described above must be sent to the Company’s Chief Financial
Officer at 192 Lexington Avenue, New York, New York 10016, on a timely basis in
order to be considered by the Nominating Committee, within the time periods set
forth in the “Stockholder Proposals” section below.
6
The
Nominating Committee believes that the minimum qualifications for service as a
director are that a nominee possess an ability, as demonstrated by recognized
success in his or her field, to make meaningful contributions to the Board's
oversight of the business and affairs of the Company and an impeccable
reputation of integrity and competence in his or her personal or professional
activities. The Nominating Committee's evaluation of potential candidates shall
be consistent with the Board's criteria for selecting new directors. Such
criteria include an understanding of the Company's business environment and the
possession of such knowledge, skills, expertise and diversity of experience so
as to enhance the Board's ability to manage and direct the affairs and business
of the Company, including when applicable, to enhance the ability of committees
of the Board to fulfill their duties and/or satisfy any independence
requirements imposed by law, regulation or listing requirements.
The
Nominating Committee may also receive suggestions from current Company
directors, executive officers or other sources, which may be either unsolicited
or in response to requests from the Nominating Committee for such candidates.
The Nominating Committee also, from time to time, may engage firms that
specialize in identifying director candidates.
Once a
person has been identified by the Nominating Committee as a potential candidate,
the Nominating Committee may collect and review publicly available information
regarding the person to assess whether the person should be considered further.
If the Nominating Committee determines that the candidate warrants further
consideration, the Chairman or another member of the Nominating Committee may
contact the person. Generally, if the person expresses a willingness to be
considered and to serve on the Board, the Nominating Committee may request
information from the candidate, review the person's accomplishments and
qualifications and may conduct one or more interviews with the candidate. The
Nominating Committee may consider all such information in light of information
regarding any other candidates that the Nominating Committee might be evaluating
for membership on the Board. In certain instances, Nominating Committee members
may contact one or more references provided by the candidate or may contact
other members of the business community or other persons that may have greater
first-hand knowledge of the candidate's accomplishments. The Nominating
Committee's evaluation process does not vary based on whether or not a candidate
is recommended by a stockholder, although, as stated above, the Board may take
into consideration the number of shares held by the recommending stockholder and
the length of time that such shares have been held.
Communications
with Directors
The Board
has established a process to receive communications from stockholders.
Stockholders and other interested parties may contact any member (or all
members) of the Board, or the non-management directors as a group, any Board
committee or any chair of any such committee by mail or electronically. To
communicate with the Board, any individual director or any group or committee of
directors, correspondence should be addressed to the Board or any such
individual directors or group or committee of directors by either name or title.
All such correspondence should be sent to c/o Corporate Secretary, Manhattan
Bridge Capital, Inc., 192 Lexington Avenue, New York, New York
10016.
All
communications received as set forth in the preceding paragraph will be opened
by the Secretary of the Company for the sole purpose of determining whether the
contents represent a message to our directors. Any contents that are not in the
nature of advertising, promotions of a product or service, patently offensive
material or matters deemed inappropriate for the Board will be forwarded
promptly to the addressee. In the case of communications to the Board or any
group or committee of directors, the Company Secretary will make sufficient
copies of the contents to send to each director who is a member of the group or
committee to which the envelope or e-mail is addressed.
7
COMPENSATION
OF DIRECTORS
Non-employee
directors are granted, upon becoming a director, and renewal of director term,
options to purchase 7,000 shares of Common Stock at an exercise price equal to
the fair market value of a share of Common Stock on the date of grant. Such
options vest immediately upon grant and expire after five years. They also
receive cash compensation of $600 per Board meeting attended and $300 for any
other committee participation. Assaf Ran and Mark Alhadeff do not receive
compensation in connection with each of their positions on our
Board.
The
following table provides compensation information for the year ended December
31, 2009 for each of the independent members of the Board.
|
Name
(a)
|
Fees
Earned
or Paid
in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total ($)
|
|||||||||||||||||||||
|
Michael
Jackson (2)
|
$ | 2,400 | — | $ | 3,764 | — | — | — | $ | 6,164 | ||||||||||||||||||
|
Phillip
Michals(2)
|
$ | 2,700 | — | $ | 3,764 | — | — | — | $ | 6,464 | ||||||||||||||||||
|
Eran
Goldshmid (2)
|
$ | 2,700 | — | $ | 3,764 | — | — | — | $ | 6,464 | ||||||||||||||||||
|
Mark
Alhadeff
|
— | — | — | — | — | — | — | |||||||||||||||||||||
|
Lyron
Bentovim (3)
|
$ | 1,800 | — | $ | 6,256 | — | — | — | $ | 8,056 | ||||||||||||||||||
|
(1)
|
Consists
of stock options granted on June 23, 2009 to purchase 7,000 shares of our
Common Stock with an exercise price of $0.93. Such options
vested immediately and expire after five years. Valuation is based on ASC
Topic 718.
|
|
(2)
|
The
aggregate number of option awards outstanding at fiscal year end is
35,000.
|
|
(3)
|
The
aggregate number of option awards outstanding at fiscal year end is
14,000.
|
8
Executive
Compensation
The
following Summary Compensation Table sets forth all compensation earned, in all
capacities, during the years ended December 31, 2009 and 2008 by our
(i) principal executive officer, and (ii) executive officers, other
than the principal executive officer, whose salaries for the 2009 and 2008 year
as determined by Regulation S-K, Item 402, exceeded $100,000. These
individuals are referred to as the ‘‘named executive officers.’’
Summary
Compensation Table
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)
|
Non
Equity
Incentive
plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earning
($)
|
All Other
Compensation
($)
(2)
|
Total
($)
|
|||||||||||||||||||||||||
|
Assaf
Ran
|
||||||||||||||||||||||||||||||||||
|
Chief
|
2009
|
$ | 91,586 | $ | 65,000 | — | $ | 47,574 | $ | 2,748 | — | $ | 2,748 | $ | 206,908 | |||||||||||||||||||
|
Executive
|
2008
|
$ | 56,250 | — | — | $ | 70,939 | $ | 1,687 | — | $ | 1,687 | $ | 128,876 | ||||||||||||||||||||
|
Officer
and President
|
||||||||||||||||||||||||||||||||||
(1)
Consists of stock options valued in accordance ASC Topic 718.
(2)
Company’s matching contributions are made pursuant to a simple master IRA
plan.
Employment
Contracts, Termination of Employment and Change in Control
Arrangements
In March
1999, we entered into an employment agreement with Assaf Ran, our President and
Chief Executive Officer. Mr. Ran’s employment term renews
automatically on July 1st of each year for successive one-year periods unless
either party gives 180 days written notice of its intention to terminate the
agreement. Under the agreement, Mr. Ran receives an annual base
salary of $75,000 and annual bonuses as determined by the compensation committee
of the Board in its sole and absolute discretion and is eligible to participate
in all executive benefit plans established and maintained by
us. Under the agreement, Mr. Ran agreed to a one-year non-competition
period following the termination of his employment. As of March 2003 the
compensation committee approved an increase in Mr. Ran’s compensation to an
annual base salary of $225,000. On March 13, 2008 the compensation committee
approved Mr. Ran’s reduction of his annual salary by 75% to $56,000 for an
additional one year or until the Company has more significant operations (as
defined by the Committee). On March 18, 2009 the compensation committee approved
Mr. Ran’s continuing the reduction of his annual salary to $100,000 for one year
or until the Company has more significant operations (as defined by the
Committee). In November 2009, the Compensation committee of the Board approved
Mr. Ran a one-time bonus of $65,000 for the year 2009. Mr. Ran’s annual base
compensation was $92,000 and $56,000 during the years 2009 and 2008,
respectively.
Termination
and Change of Control Arrangements
In the
event of termination, our named executive officers do not receive any severance
and any non-vested options are automatically forfeited.
9
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth information concerning outstanding options to
purchase our Common Stock by the named executive officers as of December 31,
2009.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||||
|
Name
(a)
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
|
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
|
||||||||||||||||||||||||||
|
Assaf
Ran
|
2005(1)
|
70,000 | — | — | $ | 4.47 |
3/3/2010
|
— | — | — | — | ||||||||||||||||||||||||
|
Chief
Executive
|
2006(2)
|
140,000 | — | — | $ | 2.26 |
3/15/2011
|
||||||||||||||||||||||||||||
|
Officer
and
|
2007(3)
|
46,667 | 23,333 | — | $ | 1.69 |
3/22/2012
|
||||||||||||||||||||||||||||
|
President
|
2008(4)
|
23,333 | 46,667 | — | $ | 1.01 |
3/13/2013
|
||||||||||||||||||||||||||||
|
2009(5)
|
46,667 | 93,333 | — | $ | 0.74 |
3/18/2014
|
|||||||||||||||||||||||||||||
|
(1)
|
The
options were granted on March 3, 2005. One third of such
options vested immediately and the balance vest in equal annual
installments on each anniversary of the grant date. The
exercise price represents 110% of the fair market price on the date of
grant.
|
|
(2)
|
The
options were granted on March 15, 2006. One third of such
options vested immediately and the balance vest in equal annual
installments on each anniversary of the grant date. The
exercise price represents 110% of the fair market price on the date of
grant.
|
|
(3)
|
The
options were granted on March 22, 2007. One third of such
options vested immediately and the balance vest in equal annual
installments on each anniversary of the grant date. The
exercise price represents 110% of the fair market price on the date of
grant.
|
|
(4)
|
The
options were granted on March 13, 2008. One third of such
options vested immediately and the balance vest in equal annual
installments on each anniversary of the grant date. The
exercise price represents 110% of the fair market price on the date of
grant.
|
|
(5)
|
The
options were granted on March 18, 2009. One third of such
options vested immediately and the balance vest in equal annual
installments on each anniversary of the grant date. The
exercise price represents 110% of the fair market price on the date of
grant.
|
In
addition, Inbar Evron-Yogev, our current Chief Financial Officer was granted
options for 5,000 shares of our Common Stock on each of on March 15, 2006, March
22, 2007 and March 13, 2008. The exercise price of each option is
$2.05, $1.54 and $0.92, respectively, which was the fair market price on the
date of the grant.
10
Equity
Compensation Plan Information
On June
23, 2009 the Company adopted the 2009 Stock Option Plan (the “2009 Plan”) and
replaced the 1999 Stock Option Plan, as amended (the “Prior Plan”), which
expired in May of 2009. Options granted under the Prior Plan remain
outstanding until expired, exercised or cancelled.
The
following table summarizes as of December 31, 2009 the (i) options granted under
the Prior Plan, (ii) options granted under the 2009 Plan, and (iii) options
granted outside the plans. The shares covered by outstanding options
and warrants are subject to adjustment for changes in capitalization stock
splits, stock dividends and similar events. No other equity
compensation has been issued.
|
Equity Compensation Plan Table
|
||||||||||||
|
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and rights |
Weighted-
average
exercise price
of outstanding
options,
warrants and
rights
|
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
|
||||||||||
|
Equity
Compensation Plans Approved By Security Holders
|
||||||||||||
|
Grants
under Prior Plan
|
596,000 | $ | 1.85 | 0 | ||||||||
|
Grants
under the 2009 Plan
|
28,000 | $ | 0.93 | 172,000 | ||||||||
|
Equity
Compensation Plans Not Requiring Approval By Security
Holders
|
||||||||||||
|
Aggregate
Individual Option Grants (1)
|
75,000 | $ | 2.37 | |||||||||
|
Total
|
699,000 | $ | 1.87 | 172,000 | ||||||||
|
(1)
|
Reflects
shares of our Common Stock. In addition options for 75,000 shares at an
exercise price of $2.37 were granted to a vendor in connection with work
done for the Company.
|
The
market value of our Common Stock underlying the options abovementioned, as of
May 4, 2010 is $852,780.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and
directors, and persons who own more than 10% of a registered class of the
Company’s equity securities to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than ten
percent (10%) stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the
best of the Company’s knowledge, based solely on review of the copies of such
forms furnished to the Company, or written representations that no other forms
were required, the Company believes that all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% stockholders were
complied with during 2009.
Certain
Relationships and Related Transactions
Ocean-7
Development inc., currently holds a 20% interest in DAG Interactive, our
subsidiary. Mark Alhadeff is the controlling shareholder of
Ocean-7. Effective December 2005, Mr. Alhadeff became a member of our
Board.
11
Security
Ownership of Certain Beneficial Owners
Our
Common Stock is the only class of stock entitled to vote at the
Meeting. As of May 4, 2010, there were 16 holders of
record.
The
following table sets forth certain information, as of May 4, 2010, with respect
to holdings of our Common Stock by all persons known by us to beneficially own
more than 5% of our outstanding Common Stock, each named executive officer, each
director, and all of our directors and officers as a group.
|
Name of Beneficial Owner (1)
|
Title of
Class
|
Amount and Nature of
Beneficial Ownership (2)
|
Percentage of
Class
|
|||||||
|
Executive
Officers and Directors
|
||||||||||
|
Assaf
Ran (3)
|
Common
|
1,872,261 | 50.31 | % | ||||||
|
Michael
Jackson (4)
|
Common
|
35,000 | 1.04 | % | ||||||
|
Phillip
Michals (5)
|
Common
|
50,000 | 1.49 | % | ||||||
|
Eran
Goldshmid (4)
|
Common
|
35,000 | 1.04 | % | ||||||
|
Mark
Alhadeff (6)
|
Common
|
135,000 | 3.97 | % | ||||||
|
Lyron
Bentovim (7)
|
Common
|
19,358 | * | |||||||
|
All officers and directors as
a group (7 persons)
|
Common
|
2,158,619 | 54.97 | % | ||||||
* Less
than 1%
|
(1)
|
Unless
otherwise provided, the address of each of the individuals above is c/o
Manhattan Bridge Capital, Inc., 192 Lexington Avenue, New York, New York
10016.
|
|
(2)
|
A
person is deemed to be a beneficial owner of securities that can be
acquired by such person within 60 days from May 4, 2010 upon the exercise
of options and warrants or conversion of convertible
securities. Each beneficial owner’s percentage ownership is
determined by assuming that options, warrants and convertible securities
that are held by such person (but not held by any other person) and that
are exercisable or convertible within 60 days from May 4, 2010 have been
exercised or converted. Except as otherwise indicated, and
subject to applicable community property and similar laws, each of the
persons named has sole voting and investment power with respect to the
shares shown as beneficially owned. All percentages are
determined based on 3,324,459 shares outstanding on May 4,
2010.
|
|
(3)
|
Includes
396,666 shares that are vested options as of May 4, 2010, or 60 days after
such date.
|
|
(4)
|
All
of the shares beneficially owned by Michael Jackson and Eran Goldshmid are
vested options as of May 4, 2010, or 60 days after such
date.
|
|
(5)
|
Includes
15,000 shares owned of record and 35,000 shares that are vested options as
of May 4, 2010, or 60 days after such
date.
|
|
(6)
|
Includes
60,000 shares owned of record and 75,000 shares that are vested options,
which were exercisable as of May 4, 2010 or 60 days after such date. (The
shares and options are held by Ocean-7 Development, Inc., a company which
is controlled by Mr. Alhadeff).
|
|
(7)
|
Includes
5,358 shares owned of record and 14,000 shares that are vested options as
of May 4, 2010, or 60 days after such
date.
|
12
Proposal
No. 2
AMENDMENT
OF THE COMPANY’S 2009 STOCK OPTION PLAN TO INCREASE
THE
NUMBER OF SHARES RESERVED UNDER THE PLAN.
The Board
has determined that it is advisable to amend the 2009 Plan to increase the
maximum number of authorized but unissued shares of Common Stock reserved for
the grant of awards under the 2009 Plan from 200,000 to 350,000
shares. The securities underlying the options under the 2009 Plan are
shares of Common Stock. As of May 4, 2010, 102,000 shares of Common
Stock remained available for grant. If stockholder approval of this
proposal to amend the 2009 Plan is obtained, the 2009 Plan will be amended to
increase the number of shares of Common Stock reserved for issuance from 200,000
to 350,000 shares (the “Amendment”). The 2009 Plan, after giving
effect to the amendment, is attached to this proxy statement as
Appendix A.
The
purpose of the 2009 Plan is to align the interests of officers, other key
employees, consultants and non-employee directors of the Company and its
subsidiaries with those of the stockholders of the Company, to afford an
incentive to such officers, employees, consultants and directors to continue as
such, to increase their efforts on behalf of the Company and to promote the
success of the Company’s business. The availability of additional
shares will enhance the Company’s ability to achieve these goals. The basis of
participation in the 2009 Plan is upon discretionary grants of the
Board.
Background
and Reason for the Proposal
In order
to continue our program of equity-based incentive compensation to attract and
retain the personnel necessary for our success and to provide more flexibility
to the Compensation Committee, our Board has approved the
Amendment. The Board’s reason for the Amendment is as
follows:
|
|
·
|
As
of May 4, 2010, options covering 98,000 shares were issued and outstanding
under the 2009 Plan at a weighted average exercise price of $1.29 per
share, leaving only 102,000 shares available for future
grants. The market value of the shares underlying the
outstanding options, based on a closing price of $1.22 per share of Common
Stock on May 4, 2010, is approximately $119,560. Accordingly,
the Board believes that the Amendment is necessary to provide us with
enough shares to continue our program of equity-based incentive
compensation.
|
The 2009
Plan was adopted in June 2009 to attract and retain the personnel necessary for
our success. As amended, the 2009 Plan will authorize the grant of
options covering up to 350,000 shares of Common Stock. The 2009 Plan
is administered by the Compensation Committee of our Board. Except as
may otherwise be provided in the 2009 Plan, the Compensation Committee has
complete authority and discretion to determine the terms of awards.
Under the
2009 Plan we have the ability to provide incentives through grants of stock
option awards to our key employees, consultants and directors (other than
directors that are not compensated for their time by us or receive only a
director’s fee). As of May 4, 2010, the approximate number of
employees who were eligible to participate in the 2009 Plan was two, the
approximate number of non-employee Board members who will be eligible to
participate in the 2009 Plan was five and we do not currently have any
consultants that we are considering for participation in the 2009
Plan.
Our
executive officers and other key employees held options under the 2009 Plan to
purchase 70,000 shares of Common Stock all of which were held by Assaf Ran, our
President and Chief Executive Officer. All of management’s options
have an exercise price of $1.43 per share.
13
The
shareholders approved the 2009 Plan in June 2009 for a total of 200,000 shares,
representing approximately six percent of the total number of shares issued and
outstanding. If an award expires or terminates unexercised or is forfeited to
us, or shares covered by an award are used to fully or partially pay the
exercise price of an option granted under the 2009 Plan or shares are retained
by us to satisfy tax withholding obligations in connection with an option
exercise or the vesting of another award, those shares will become available for
further awards under the 2009 Plan.
The 2009
Plan authorizes the granting of options, including options that satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as
amended. The Compensation Committee determines the period of time
during which a stock option may be exercised, as well as any vesting schedule,
except that no stock option may be exercised more than 10 years after its date
of grant. The exercise price for shares of our Common Stock covered
by an incentive stock option cannot be less than the fair market value of our
common stock on the date of grant; provided that that exercise of an incentive
stock option granted to an eligible employee that owns more than 10% of the
voting power of all classes of our capital stock must be at least 110% of the
fair market value of our Common Stock on the date of grant. The
aggregate fair market value of shares subject to an incentive stock option
exercisable for the first time by an option holder may not exceed $100,000 in
any calendar year.
The Board
may terminate the Plan without shareholder approval or ratification at any time.
Unless sooner terminated, the 2009 Plan will terminate in June, 2019. The Board
may also further amend the Plan, provided that no amendment will be effective
without approval of our shareholders if shareholder approval is required to
satisfy any applicable statutory or regulatory requirements.
Federal
Income Tax Consequences
The
following brief summary of the effect of federal income taxation upon the
recipients and us with respect to the shares under the Plan and does not purport
to be complete.
Non-qualified
Stock Options. The grant of non-qualified stock options will have no
immediate tax consequences to us or the grantee. The exercise of a non-qualified
stock option will require a grantee to include in his gross income the amount by
which the fair market value of the acquired shares on the exercise date (or the
date on which any substantial risk of forfeiture lapses) exceeds the option
price. Upon a subsequent sale or taxable exchange of the shares acquired upon
exercise of a non-qualified stock option, a grantee will recognize long or
short-term capital gain or loss equal to the difference between the amount
realized on the sale and the tax basis of such shares. We will be
entitled (provided applicable withholding requirements are met) to a deduction
for Federal income tax purposes at the same time and in the same amount as the
grantee is in receipt of income in connection with the exercise of a
non-qualified stock option.
Incentive
Stock Options. The grant of an incentive stock option will have no
immediate tax consequences to us or our employee. If the employee exercises an
incentive stock option and does not dispose of the acquired shares within two
years after the grant of the incentive stock option nor within one year after
the date of the transfer of such shares to him (a “disqualifying disposition”),
he will realize no compensation income and any gain or loss that he realizes on
a subsequent disposition of such shares will be treated as a long-term capital
gain or loss. For purposes of calculating the employee's alternative minimum
taxable income, however, the option will be taxed as if it were a non-qualified
stock option.
Incorporation
by Reference
The
foregoing is only a summary of the Plan and is qualified in its entirety by
reference to its full text, a copy of which is attached hereto as Appendix A.
The
Board recommends a vote “FOR” the 2009 Plan Amendment.
14
Proposal
No. 3
RATIFICATION
OF THE APPOINTMENT OF INDEPENDENT AUDITORS
Hoberman,
Miller, Goldstein & Lesser, P.C. (“Hoberman”) has been our independent
auditor since June 2007. Their audit report appears in our annual
report for the fiscal year ended December 31, 2009. One or more
representatives of Hoberman is expected to be at the Annual Meeting and will
have an opportunity to make a statement if he or she desires to do so and will
be available to respond to appropriate questions from our
stockholders.
In the
event the stockholders fail to ratify the appointment, the Audit Committee may
reconsider its selection. Even if the selection is ratified, the
Audit Committee in its discretion may direct the appointment of a different
independent auditing firm at any time during the year if the Audit Committee
determines that such a change would be in the best interests of the Company and
our stockholders.
Independent
Registered Public Accounting Firm Fees and Other Matters
On June
4, 2007, the Company’s Audit Committee engaged Hoberman, Miller, Goldstein &
Lesser, P.C. as its independent registered public accounting firm to replace
Amper Politzer and Mattia P.C. The Company had previously consulted Hoberman in
the first quarter of fiscal 2007 with respect to the application of FIN
48:
(a) Audit
Fees
2009
The
aggregate fees incurred during 2009 for Hoberman, Miller, Goldstein &
Lesser, P.C, our principal accountant, were $47,500, covering the audit of our
annual financial statements and the review of our financial statements for the
first, second and third quarters of 2009.
2008
The
aggregate fees incurred during 2008 for Hoberman, Miller, Goldstein &
Lesser, P.C, our principal accountant, were $45,000, covering the audit of our
annual financial statements and the review of our financial statements for the
first, second and third quarters of 2008.
The
aggregate fees billed during 2008 by Amper, Politziner & Mattia, P.C., our
former principal accountant were $10,000, covering the reissue of its audit
opinion for 2006.
(b) Audit-Related
Fees
There
were no audit-related fees billed by Hoberman, Miller, Goldstein & Lesser,
P.C, our principal accountant during 2009 or 2008.
(c) Tax
Fees
Tax fees
of $2,500 were billed by our principal accountants in 2009 for preparing the
2008 tax return.
Tax fees
of $6,000 were billed by our principal accountants in 2008 for preparing the
2007 tax return.
15
(d)
All Other Fees
Our
principal accountants billed no other fees, beyond those disclosed above, in
2009 and 2008.
Audit
Committee Pre-Approval, Policies and Procedures
Our Audit
Committee approved the engagement with Hoberman, Miller, Goldstein & Lesser,
P.C, our principal accountant, in advance. In addition the Audit Committee
approved tax services (as described in (c) above) provided by our independent
auditors. These services were pre-approved by our Audit Committee to assure that
such services do not impair the auditor’s independence from us.
The
percentage of hours expended on audit by persons other than our principal
accountant’s full time, permanent employees, did not exceed 50%.
Financial
Information Systems Design and Implementation Fees
Hoberman,
Miller, Goldstein & Lesser, P.C or Amper Politzer and Mattia, P.C. did not
bill us for any professional services rendered to us and our affiliates during
the fiscal year ended December 31, 2009 in connection with financial information
systems design or implementation, the operation of our information system or the
management of our local area network.
Pre-Approval
Policies and Procedures
None of
the audit-related fees billed in fiscal years 2009 and 2008 related to services
provided under the de minimis exception to the audit committee pre-approval
requirements.
The Audit
Committee has adopted policies and procedures relating to the approval of all
audit and non-audit services that are to be performed by our independent
registered public accounting firm. This policy generally provides
that we will not engage our independent registered public accounting firm to
render audit or non-audit services unless the service is specifically approved
in advance by the Audit Committee or the engagement is entered into pursuant to
one of the pre-approval procedures described below.
From time
to time, the Audit Committee may pre-approve specified types of services that
are expected to be provided to us by our independent registered public
accounting firm during the next 12 months. Any such pre-approval is
detailed as to the particular service or type of services to be provided and is
also generally subject to a maximum dollar amount.
The Audit
Committee has also delegated to the chairman of the Audit Committee the
authority to approve any audit or non-audit services to be provided to us by our
independent registered public accounting firm. Any approval of
services by a member of the Audit Committee pursuant to this delegated authority
is reported on at the next meeting of the Audit Committee.
The
Board recommends a vote FOR the ratification of the appointment of Hoberman,
Miller, Goldstein & Lesser, P.C. as independent auditors for the 2010 fiscal
year.
MISCELLANEOUS
Other
Matters
Management
knows of no matter other than the foregoing to be brought before the Annual
Meeting of Stockholders, but if such other matters properly come before the
meeting, or any adjournment thereof, the persons named in the accompanying form
of proxy will vote such proxy on such matters in accordance with their best
judgment.
16
Reports
and Consolidated Financial Statements
The
Company’s Annual Report for the year ended December 31, 2009, including our
Audited Consolidated Financial Statements, are included with this proxy
material. Such Report and Consolidated Financial Statements contained
therein are not incorporated herein by reference and are not considered part of
this soliciting material.
A copy of
the Company's Annual Report on Form 10-K, without exhibits, will be provided
without charge to any stockholder submitting a written request. Such
request should be addressed to Inbar Evron-Yogev, Chief Financial Officer,
Manhattan Bridge Capital, Inc., 192 Lexington Avenue New York, New York
10016.
Solicitation
of Proxies
The
entire cost of the solicitation of proxies will be borne by the
Company. Proxies may be solicited by directors, officers and regular
employees of the Company, without extra compensation, by telephone, telegraph,
mail or personal interview. Solicitation is not to be made by
specifically engaged employees or paid solicitors. The Company will
also reimburse brokerage houses and other custodians, nominees and fiduciaries
for their reasonable expenses for sending proxies and proxy material to the
beneficial owners of its Common Stock.
Stockholder
Proposals for 2011 Annual Meeting
Stockholders
who intend to have a proposal considered for inclusion in our proxy materials
for presentation at our 2011 Annual Meeting of Stockholders pursuant to Rule
14a-8 under the Exchange Act must submit the proposal to our Secretary at our
offices at 192 Lexington Avenue New York, New York 10016, in writing not later
than January 15, 2011.
Stockholders
who intend to present a proposal at such meeting without inclusion of such
proposal in our proxy materials pursuant to Rule 14a-8 under the Exchange Act
are required to provide advance notice of such proposal to our Secretary at the
aforementioned address not later than May 14, 2010.
If we do
not receive notice of a stockholder proposal within this timeframe, our
management will use its discretionary authority to vote the shares that they
represent as our Board may recommend.
We
reserve the right to reject, rule out of order, or take other appropriate action
with respect to any proposal that does not comply with these or other applicable
requirements.
Householding
of Annual Meeting Materials
Some
banks, brokers and other nominee record holders may be participating in the
practice of “householding” proxy statements and annual reports. This
means that only one copy of our proxy statement or annual report may have been
sent to multiple stockholders in your household. We will promptly
deliver a separate copy of either document to you if you call or write us at the
following address or phone number: 192 Lexington Avenue, New York, New York
10016, (212) 489-6800. If you want to receive separate copies of the
annual report and proxy statement in the future or if you are receiving multiple
copies and would like to receive only one copy for your household, you should
contact your bank, broker, or other nominee record holders, or you may contact
us at the above address and phone number.
The
accompanying proxy is solicited by and on behalf of our Board, whose notice of
meeting is attached to this proxy statement, and the entire cost of such
solicitation will be borne by us.
In
addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by our directors, officers and other employees
who will not be specially compensated for these services.
17
We will
also request that brokers, nominees, custodians and other fiduciaries forward
soliciting materials to the beneficial owners of shares held of record by such
brokers, nominees, custodians and other fiduciaries. We will
reimburse such persons for their reasonable expenses in connection
therewith.
Certain
information contained in this proxy statement relating to the occupations and
security holdings of our directors and officers is based upon information
received from the individual directors and officers.
WE
WILL FURNISH, WITHOUT CHARGE, A COPY OF OUR REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2009, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO,
BUT NOT INCLUDING EXHIBITS, TO EACH OF OUR STOCKHOLDERS OF RECORD ON MAY 4, 2010
AND TO EACH BENEFICIAL STOCKHOLDER ON THAT DATE UPON WRITTEN REQUEST MADE TO OUR
SECRETARY. A REASONABLE FEE WILL BE CHARGED FOR COPIES OF REQUESTED
EXHIBITS.
PLEASE
DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN THE
ENCLOSED RETURN ENVELOPE. A PROMPT RETURN OF YOUR PROXY CARD WILL BE
APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
EVERY
STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE ANNUAL MEETING IN
PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
BUSINESS REPLY ENVELOPE.
|
By
order of the Board of Directors
|
|
|
|
 |
|
Inbar
Evron-Yogev
|
|
|
Secretary
|
|
|
New
York, New York
|
|
|
May
14, 2010
|
18
Appendix
A
MANHATTAN
BRIDGE CAPITAL, INC.
2009 STOCK OPTION PLAN
AS
AMENDED
SECTION
1.PURPOSE
The purposes of the 2009 Stock Option
Plan (the “Plan”) are to align the interests of officers, other key employees,
consultants and non-employee directors of Manhattan Bridge Capital, Inc. (the
“Company”) and its subsidiaries with those of the shareholders of the Company,
to afford an incentive to such officers, employees, consultants and directors to
continue as such, to increase their efforts on behalf of the Company and to
promote the success of the Company’s business. To further such
purposes, the Compensation Committee may grant options to purchase Common
Shares. The provisions of the Plan are intended to satisfy the
requirements of Section 16(b) of the Securities Exchange Act of 1934 and of
Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall be
interpreted in a manner consistent with the requirements thereof, as now or
hereafter construed, interpreted and applied by regulations, rulings and
cases.
SECTION
2.DEFINITIONS
As used in this Plan, the following
terms and phrases shall have the meanings set forth below:
(a) “Agreement”
shall mean a written agreement entered into between the Company and an Optionee
in connection with an award under the Plan.
(b) “Board”
shall mean the Board of Directors of the Company.
(c) “Cause”
when used in connection with the termination of an Optionee's employment by the
Company or the cessation of an Optionee's service as a consultant or a member of
the Board, shall mean (i) the conviction of the Optionee for the commission of a
felony, (ii) the willful and continued failure by the Optionee substantially to
perform his duties and obligations to the Company or a Subsidiary (other than
any such failure resulting from his incapacity due to Disability), or (iii) the
willful engaging by the Optionee in misconduct that is demonstrably injurious to
the Company or a Subsidiary. For purposes of this Section 2(c), no
act, or failure to act, on an Optionee's part shall be considered “willful”
unless done, or omitted to be done, by the Optionee in bad faith and without
reasonable belief that his action or omission was in the best interest of the
Company. The Compensation Committee shall determine whether a
termination of employment is for Cause for purposes of the Plan.
(d) “Change
in Control” shall mean the occurrence of the event set forth in any of the
following events:
(i) any
Person (as defined below) is or becomes the beneficial owner (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act), directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its subsidiaries) representing 50% or more of the combined voting
power of the Company's then outstanding securities; or
(ii) the following individuals cease
for any reason to constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company's
shareholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election was previously
so approved or recommended; or
1
(iii)
there is consummated a merger or consolidation of the Company or a direct or
indirect subsidiary thereof with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof), in combination with
the ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, at least 50% of the combined voting power
of the securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the beneficial owner,
directly or indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired directly
from the Company or its subsidiaries) representing 50% or more of the combined
voting power of the Company's then outstanding securities; or
(iv) the
shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or substantially all of
the Company's assets to an entity, at least 50% of the combined voting power of
the voting securities of which are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to such
sale.
For purposes of this Section 2(d),
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company.
(e) “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to
time.
(f) “Compensation
Committee” shall mean the Compensation Committee of the Board, composed of no
fewer than two directors, each of whom is a “non-employee director” within the
meaning of Rule 16b-3(b)(3) of the Exchange Act, an “outside director” within
the meaning of Section 162(m) of the Code, or any successor provision thereto,
and independent under the rules of the NASDAQ Capital Market.
(g) “Common
Shares” shall mean the common shares, par value $0.001 per share, of the
Company.
(h) “Company”
shall mean Manhattan Bridge Capital, Inc., a corporation organized under the
laws of the State of New York, or any successor corporation.
(i) “Disability”
shall mean an Optionee’s inability to perform his duties with the Company or on
the Board by reason of any medically determinable physical or mental impairment,
as determined by a physician selected by the Optionee and acceptable to the
Company.
(j) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.
(k) “Fair
Market Value” per share as of a particular date shall mean (i) if the Common
Shares are then listed on a national securities exchange, the closing sales
price per Common Share on the national securities exchange on which the Common
Shares are principally traded for the last preceding date on which there was a
sale of such Common Shares on such exchange, or (ii) if the Common Shares are
then traded in an over-the-counter market, the closing bid price for the Common
Shares in such over-the-counter market for the last preceding date on which
there was a sale of such Common Shares in such market, or (iii) if the Common
Shares are not then listed on a national securities
exchange or traded in an over-the-counter market, such value as the Compensation
Committee, in its sole discretion, shall determine.
2
(l) “Incentive
Stock Option” shall mean any option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the
Code.
(m) “Non-employee
Director” shall mean a member of the Board who is not an employee of the
Company.
(n) “Nonqualified
Stock Option” shall mean an Option granted that is not intended to be an
Incentive Stock Option.
(o) “Option”
shall mean the right, granted hereunder, to purchase Common
Shares. Options granted by the Compensation Committee pursuant to the
Plan may constitute either Incentive Stock Options or Nonqualified Stock
Options.
(p) “Optionee”
shall mean a person who receives a grant of an Option.
(q) “Option
Price” shall mean the purchase price of the Common Shares underlying an
Option.
(r) “Parent”
shall mean any company (other than the Company) in an unbroken chain of
companies ending with the Company if, at the time of granting an Option, each of
the companies other than the Company owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the
other companies in such chain.
(s) “Plan”
shall mean this Manhattan Bridge Capital, Inc. 2009 Stock Option
Plan.
(t) “Prior
Plan” shall mean the Company’s 1999 Stock Option Plan.
(u) “Retirement”
shall mean the retirement of an Optionee in accordance with the terms of any
tax-qualified retirement plan maintained by the Company or a Subsidiary in which
the Optionee participates. If the Optionee is not a participant in
such a plan, such term shall mean the termination of the Optionee’s employment
or cessation of the Optionee's service as a member of the Board, other than by
reason of death, Disability or Cause on or after attainment of the age of
65.
(v) “Rule
16b-3” shall mean Rule 16b-3, as from time to time in effect, promulgated by the
Securities and Exchange Commission under Section 16 of the Exchange Act,
including any successor to such Rule.
(w) “Subsidiary”
shall mean any company (other than the Company) in an unbroken chain of
companies beginning with the Company if, at the time of granting an Option, each
of the companies other than the last company in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other companies in such chain.
(x)
“Ten Percent Stockholder” shall mean an Optionee who, at the time an Incentive
Stock Option is granted, owns (or is deemed to own pursuant to the attribution
rules of Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or any Parent or Subsidiary.
3
SECTION
3.ADMINISTRATION
The Plan shall be administered by the
Compensation Committee, the members of which shall, except as may otherwise be
determined by the Board, be “non-employee directors” under Rule 16b-3 and
“outside directors” under Section 162(m) of the Code.
The
Compensation Committee shall have the authority in its discretion, subject to
and not inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically granted
to it under the Plan or necessary or advisable in the administration of the
Plan, including, without limitation, the authority to grant Options; to
determine which Options shall constitute Incentive Stock Options and which
Options shall constitute Nonqualified Stock Options; to determine the Option
Price; to determine the persons to whom, and the time or times at which awards
shall be granted; to determine the number of shares to be covered by each award;
to interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the Agreements
(which need not be identical) and to cancel or suspend awards, as necessary; and
to make all other determinations deemed necessary or advisable for the
administration of the Plan.
The Compensation Committee may delegate
to one or more of its members or to one or more agents such administrative
duties as it may deem advisable, including delegating to one or more of the
Company's management employees the authority to grant Options to employees who
are not “insiders” for purposes of Section 16 of the Exchange Act and who are
not “covered employees” for purposes of Section 162(m) of the Code, and the
Compensation Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Compensation Committee or such person may have under the
Plan. The Board shall have sole authority, unless expressly delegated
to the Compensation Committee, to grant Options to Non-employee
Directors. All decisions, determination and interpretations of the
Compensation Committee shall be final and binding on all Optionees of any awards
under this Plan.
The Board shall have the authority to
fill all vacancies, however caused, in the Compensation
Committee. The Board may from time to time appoint additional members
to the Compensation Committee, and may at any time remove one or more
Compensation Committee members. One member of the Compensation
Committee shall be selected by the Board as chairman. The
Compensation Committee shall hold its meetings at such times and places as it
shall deem advisable. All determinations of the Compensation
Committee shall be made by a majority of its members either present in person or
participating by conference telephone at a meeting or by written
consent. The Compensation Committee may appoint a secretary and make
such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings.
No member of the Board or Compensation
Committee shall be liable for any action taken or determination made in good
faith with respect to the Plan or any award granted hereunder.
SECTION
4.ELIGIBILITY
Options may be granted to officers and
other key employees of and consultants to the Company, and its Subsidiaries,
including officers and directors who are employees, and to Non-employee
Directors. In determining the persons to whom awards shall be granted
and the number of shares to be covered by each award, the Compensation Committee
shall take into account the duties of the respective persons, their present and
potential contributions to the success of the Company and such other factors as
the Compensation Committee shall deem relevant in connection with accomplishing
the purpose of the Plan.
4
SECTION
5.STOCK
The maximum number of Common Shares
reserved for the grant of awards under the Plan shall be 350,000, subject to adjustment
as provided in Section 9 hereof. Such shares may, in whole or in
part, be authorized but unissued shares or shares that shall have been or may be
required by the Company.
If any outstanding Option granted under
this Plan should for any reason expire, be canceled or be forfeited without
having been exercised in full, the Common Shares allocable to the unexercised,
canceled or terminated portion of such award shall (unless the Plan shall have
been terminated) become available for subsequent grants of Options under the
Plan.
If any outstanding Option granted under
Prior Plan should for any reason expire, be canceled or be forfeited without
having been exercised in full, the Common Shares allocable to the unexercised,
canceled or terminated portion of such award shall not become available for
subsequent grants of Options under this Plan.
SECTION
6.TERMS AND CONDITIONS OF OPTIONS
Each Option granted pursuant to the
Plan shall be evidenced by an Agreement, in such form and containing such terms
and conditions as the Compensation Committee shall from time to time approve,
which Agreement shall comply with and be subject to the following terms and
conditions, unless otherwise specifically provided in such Option
Agreement:
(a) Number of
Shares. Each Option Agreement shall state the number of Common
Shares to which the Option relates.
(b) Type of
Option. Each Option Agreement shall specifically state that
the Option constitutes an Incentive Stock Option or a Nonqualified Stock
Option.
(c) Option
Price. Each
Option Agreement shall state the Option Price, which shall not be less than one
hundred percent (100%) of the Fair Market Value of the Common Shares covered by
the Option on the date of grant unless, with respect to Nonqualified Stock
Options, otherwise determined by the Compensation Committee. The
Option Price shall be subject to adjustment as provided in Section 9
hereof. The date as of which the Compensation Committee adopts a
resolution expressly granting an Option shall be considered the day on which
such Option is granted, unless such resolution specifies a future different
date.
(d)
Medium and Time of
Payment. The Option Price shall be paid in full, at the time
of exercise, in cash or in Common Shares then owned by the Optionee having a
Fair Market Value equal to such Option Price or in a combination of cash and
Common Shares or, unless the Compensation Committee shall determine otherwise,
by a cashless exercise procedure through a broker-dealer.
(e) Exercise Schedule and Period
of Options. Each Option Agreement shall provide the exercise
schedule for the Option as determined by the Compensation Committee; provided, however, that, the
Compensation Committee shall have the authority to accelerate the exercisability
of any outstanding Option at such time and under such circumstances as it, in
its sole discretion, deems appropriate. The exercise period shall be
five (5) years from the date of the grant of the Option unless otherwise
determined by the Compensation Committee; provided, however, that, in the
case of an Incentive Stock Option, such exercise period shall not exceed five
(5) years from the date of grant of such Option. The exercise period
shall be subject to earlier termination as provided in Sections 6(f) and 6(g)
hereof. An Option may be exercised, as to any or all full Common
Shares as to which the Option has become exercisable, by written notice
delivered in person or by mail to the Secretary of the Company, specifying the
number of shares of Common Shares with respect to which the Option is being
exercised. Notwithstanding any other provision of this Plan, no
Option granted hereunder may be exercised prior to the consummation of an
underwritten public offering of the Company’s securities where the gross
proceeds from such offering are in excess of $5 million.
5
(f) Termination. Except
as provided in this Section 6(f) and in Section 6(g) hereof, an Option may not
be exercised unless (i) with respect to an Optionee who is an employee of the
Company or a Subsidiary (or a Parent or Subsidiary company of such company
issuing or assuming the Option), the Optionee is then in the employ of the
Company or a Subsidiary (or a company or a Parent or Subsidiary company of such
company issuing or assuming the Option in a transaction to which Section 424(a)
of the Code applies), and unless the Optionee has remained continuously so
employed since the date of grant of the Option and (ii) with respect to an
Optionee who is a Non-employee Director, the Optionee is then serving as a
member of the Board or as a member of a board of directors of a company or a
Parent or Subsidiary company of such company issuing or assuming the
Option. In the event that the employment of an Optionee shall
terminate or the service of an Optionee as a member of the Board shall cease
(other than by reason of death, Disability, Retirement or Cause), all Options of
such Optionee that are exercisable at the time of such termination may, unless
earlier terminated in accordance with their terms, be exercised within ninety
(90) days after the date of such termination or service (or such different
period as the Compensation Committee shall prescribe).
(g) Death, Disability or
Retirement of Optionee. If an Optionee shall die while
employed by the Company or a Subsidiary or serving as a member of the Board, or
within ninety (90) days after the date of termination of such Optionee's
employment or cessation of such Optionee's service (or within such different
period as the Compensation Committee may have provided pursuant to Section 6(f)
hereof), or if the Optionee's employment shall terminate or service shall cease
by reason of Disability or Retirement, all Options theretofore granted to such
Optionee (to the extent otherwise exercisable) may, unless earlier terminated in
accordance with their terms, be exercised by the Optionee or by his beneficiary,
at any time within one year after the death, Disability or Retirement of the
Optionee (or such different period as the Compensation Committee shall
prescribe). In the event that an Option granted hereunder shall be
exercised by the legal representatives of a deceased or former Optionee, written
notice of such exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such legal representative to
exercise such Option. Unless otherwise determined by the Compensation
Committee, Options not otherwise exercisable on the date of termination of
employment shall be forfeited as of such date.
(h) Other
Provisions. The Option Agreements evidencing awards under the
Plan shall contain such other terms and conditions not inconsistent with the
Plan as the Compensation Committee may determine, including penalties for the
commission of competitive acts and a provision providing that no option may be
exercised prior to the consummation of an underwritten initial public offering
of the Company's securities pursuant to a registration statement filed pursuant
to the Securities Act of 1933, as amended.
SECTION
7.NON DISCRETIONARY GRANTS
Each director of the Company, other
than a director who is an officer, employee or beneficial owner of 10% or more
of the Company’s Common Shares (or an officer, director, employee or affiliate
thereof), upon first taking office shall be granted options for 7,000 Common
Shares.
SECTION
8.NONQUALIFIED STOCK OPTIONS
Options granted pursuant to Section 7
hereof are intended to constitute Nonqualified Stock Options and shall be
subject only to the general terms and conditions specified in Section 6
hereof.
SECTION
9.INCENTIVE STOCK OPTIONS
Options granted pursuant to this
Section 9 are intended to constitute Incentive Stock Options and shall be
subject to the following special terms and conditions, in addition to the
general terms and conditions specified in Section 6 hereof. An
Incentive Stock Option may not be granted to a Non-employee Director or a
consultant to the Company.
6
(a) Value of
Shares. The aggregate Fair Market Value (determined as of the
date the Incentive Stock Option is granted) of the Common Shares with respect to
which Incentive Stock Options granted under this Plan and all
other option plans of any subsidiary become exercisable for the first time by
each Optionee during any calendar year shall not exceed $100,000.
(b) Ten Percent
Stockholder. In the case of an Incentive Stock Option granted
to a Ten Percent Stockholder, (i) the Option Price shall not be less than one
hundred ten percent (110%) of the Fair Market Value of the Common Shares on the
date of grant of such Incentive Stock Option, and (ii) the exercise period shall
not exceed five (5) years from the date of grant of such Incentive Stock
Option.
SECTION
10.EFFECT OF CERTAIN CHANGES
(a) In
the event of any extraordinary dividend, stock dividend, recapitalization,
merger, consolidation, stock split, warrant or rights issuance, or combination
or exchange of such shares, or other similar transactions, each of the number of
Common Shares available for awards, the number of such shares covered by
outstanding awards, and the price per share of Options, as appropriate, shall be
equitably adjusted by the Compensation Committee to reflect such event and
preserve the value of such awards; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated.
(b) Upon
the occurrence of a Change in Control, each Option granted under the Plan and
then outstanding but not yet exercisable shall thereupon become fully
exercisable.
SECTION
11.SURRENDER AND EXCHANGE OF AWARDS
The Compensation Committee may permit
the voluntary surrender of all or a portion of any Option granted under the Plan
or any option granted under any other plan, program or arrangement of the
Company or any Subsidiary (“Surrendered Option”), to be conditioned upon the
granting to the Optionee of a new Option for the same number of Common Shares as
the Surrendered Option, or may require such voluntary surrender as a condition
precedent to a grant of a new Option to such Optionee. Subject to the
provisions of the Plan, such new Option may be an Incentive Stock Option or a
Nonqualified Stock Option, and shall be exercisable at the price, during such
period and on such other terms and conditions as are specified by the
Compensation Committee at the time the new Option is granted.
SECTION
12.PERIOD DURING WHICH AWARDS MAY BE GRANTED
Awards may be granted pursuant to the
Plan from time to time within a period of ten (10) years from the effective date
of the Plan (see section 14), unless the Board shall terminate the Plan at an
earlier date.
SECTION
13.NONTRANSFERABILITY OF AWARDS
Except as otherwise determined by the
Compensation Committee, Options granted under the Plan shall not be sold,
assigned, transferred, pledged or otherwise encumbered by the person to whom
they are granted other than by will or by the laws of descent and distribution,
and awards may be exercised or otherwise realized, during the lifetime of the
Optionee, only by the Optionee or by his guardian or legal
representative.
SECTION
14.EFFICTIVE DATE AND TERM OF PLAN
The Plan shall be effective as of June
23, 2009 and shall terminate on the tenth anniversary of such date, unless
sooner terminated by the Board pursuant to
Section 16.
7
SECTION
15.AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES
If the Compensation Committee shall so
require, as a condition of exercise of a Nonqualified Stock Option (a “Tax
Event”), each Optionee who is not a Non-employee Director shall agree that no
later than the date of the Tax Event, such Optionee will pay to the Company or
make arrangements satisfactory to the Compensation Committee regarding payment
of any federal, state or local taxes of any kind required by law to be withheld
upon the Tax Event. Alternatively, the Compensation Committee may
provide that such an Optionee may elect, to the extent permitted or required by
law, to have the Company deduct federal, state and local taxes of any kind
required by law to be withheld upon the Tax Event from any payment of any kind
due the Optionee. The withholding obligation may be satisfied by the
withholding or delivery of Common Shares. Any decision made by the
Compensation Committee under this Section 15 shall be made in its sole
discretion.
SECTION
16.AMENDMENT AND TERMINATION OF THE PLAN
The Board at any time and from time to
time may suspend, terminate, modify or amend the Plan or any portion thereof;
provided, however, that, unless
otherwise determined by the Board, an amendment that requires stockholder
approval in order for the Plan to continue to comply with Rule 16b-3, Section
162(m) of the Code or any other law, regulation or stock exchange requirement
shall not be effective unless approved by the requisite vote of
shareholders. Except as provided in Section 10(a) hereof, no
suspension, termination, modification or amendment of the Plan may adversely
affect any award previously granted, unless the written consent of the Optionee
is obtained.
SECTION
17.RIGHTS AS A SHAREHOLDER
An Optionee or a transferee of an award
shall have no rights as a shareholder with respect to any shares covered by the
award until the date of the issuance of a stock certificate to him for such
shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distribution of
other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 10(a) hereof.
SECTION
18.NO RIGHTS TO EMPLOYMENT OR SERVICE AS A DIRECTOR
Nothing in the Plan or in any award
granted or Agreement entered into pursuant hereto shall confer upon any Optionee
the right to continue in the employ of the Company or any Subsidiary or as a
member of the Board or to be entitled to any remuneration or benefits not set
forth in the Plan or such Agreement or to interfere with or limit in any way the
right of the Company or any such Subsidiary to terminate such Optionee’s
employment or service. Awards granted under the Plan shall not be
affected by any change in duties or position of an employee Optionee as long as
such Optionee continues to be employed by the Company or any
Subsidiary.
SECTION
19.BENEFICIARY
An Optionee may file with the
Compensation Committee a written designation of a beneficiary on such form as
may be prescribed by the Compensation Committee and may, from time to time,
amend or revoke such designation. If no designated beneficiary
survives the Optionee, the executor or administrator of the Optionee's estate
shall be deemed to be the Optionee's beneficiary.
SECTION
20.GOVERNING LAW
The Plan and all determinations made
and actions taken pursuant hereto shall be governed by the laws of the State of
New York.
8
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MANHATTAN
BRIDGE CAPITAL, INC.
This
proxy is solicited on behalf of the Board of Directors
for
the Annual Meeting of Stockholders
The
undersigned hereby constitutes and appoints Assaf Ran, with full power of
substitution, the attorneys and proxies of the undersigned to attend the Annual
Meeting of Stockholders of Manhattan Bridge Capital, Inc. (the "Company") to be
held on Monday, June 21, 2010 at 9:00 a.m. Eastern Daylight Time, at the offices
of Morse, Zelnick, Rose & Lander, LLP, 405 Park Avenue, Suite 1401, New
York, New York 10022, and at any adjournment thereof, hereby revoking any
proxies heretofore given, to vote all shares of common stock of the Company held
or owned by the undersigned as indicated on the proposals as more fully set
forth in the Notice of Annual Meeting of Stockholders and Proxy Statement for
the Meeting, and in their discretion upon such other matters as may come before
the meeting.
(Continue
and to be signed on Reverse Side.)
|
|
14475
|
ANNUAL
MEETING OF STOCKHOLDERS OF
MANHATTAN BRIDGE CAPITAL, INC.
June
21, 2010
IMPORTANT NOTICE REGARDING
AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING
TO BE HELD ON JUNE 21, 2010
The proxy
materials for the Annual Meeting,
including the Annual Report and the Proxy Statement
are also
available at http://www.manhattanbridgecapital.com/meeting-2010.html
Please
sign, date and mail
your
proxy card in the
envelope
provided as soon
as
possible.
Please detach along perforated line and mail in the envelope provided. |
20630300000000001000
9 |
062110
|
|
The
Board of Directors recommends a vote FOR all the nominees listed and a
vote FOR
Proposals 2 and 3.
PLEASE SIGN, DATE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN
HERE x
|
|||||||
|
1.
ELECTION OF DIRECTORS
|
2.
To amend our 2009 Stock Option Plan to increase the number of
shares of Common Stock reserved for issuance from 200,000
to 350,000.
|
FOR
¨
|
AGAINST
¨
|
ABSTAIN
¨
|
|||
|
¨
¨
¨
|
FOR
ALL NOMINEES
WITHHOLD
AUTHORITY
FOR
ALL NOMINEES
FOR
ALL EXCEPT
(See instructions below)
|
NOMINEES:
Assaf
Ran _________ Michael
Jackson _________ Phillip
Michals _________ Eran
Goldshmid _________ Mark
Alhadeff _________ Lyron
Bentovim _________ |
3. To
ratify the appointment of Hoberman, Miller, Goldstein &
Lesser,
P.C. as independent auditors for the fiscal year ending December
31, 2010.
|
¨
|
¨
|
¨
|
|
|
The
shares represented by this Proxy will be voted as directed or if no
direction
is indicated, will be voted FOR the proposal.
The
undersigned hereby acknowledges receipt of the Notice of, and Proxy
Statement for, the aforesaid Annual Meeting.
|
|||||||
|
INSTRUCTIONS:
To withhold authority to vote for any
individual nominee(s), mark “FOR ALL EXCEPT”
and fill in the
circle next to each nominee you wish to withhold, as shown here:
(●)
To
cumulate your vote for one or more of the above nominee(s), write the
manner in which such votes shall be cumulated in the space to the right of
the nominee(s) name(s). If you are cumulating your vote, do not mark the
circle.
|
|||||||
|
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. o
|
|||||||
|
To
change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
|
¨
|
||||||
|
Signature of Stockholder
|
Date:
|
Signature of Stockholder
|
Date:
|
|
Note:
|
Please
sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized
person.
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