This excerpt taken from the TPTX DEF 14A filed Apr 24, 2008.



In April 2008 the Board adopted the 2008 Employee Stock Purchase Plan (“the Purchase Plan”), subject to stockholder approval.  If approved by the stockholders, one million (1,000,000) shares of Common Stock will be reserved for issuance under the Purchase Plan.


Stockholders are requested in this Proposal 3 to approve the Purchase Plan.  The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting will be required to approve the Purchase Plan.  Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes.  Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved.


The essential features of the Purchase Plan are outlined below. The following description of the Purchase Plan is a summary only and is qualified in its entirety by reference to the full text of the Purchase Plan attached hereto as Appendix A.


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