Agile Therapeutics
AGILE THERAPEUTICS INC (Form: DEF 14A, Received: 04/29/2015 16:22:38)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Filed by a Party other than the Registrant o

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

AGILE THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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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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LOGO

April 29, 2015

        You are cordially invited to attend the 2015 Annual Meeting of Stockholders of Agile Therapeutics, Inc. (the "Annual Meeting") that will be held on Wednesday, June 10, 2015 at 10:00 a.m. local time, at the Holiday Inn, 100 Independence Way, Princeton, New Jersey 08540.

        Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our 2014 Annual Report. We encourage you to read this information carefully.

         Your vote is important.    Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card, if you have requested one. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Please review the instructions in the Proxy Materials you received in the mail regarding each of these voting options.

        Thank you for your ongoing support of Agile.

  Very truly yours,

 

 


GRAPHIC



 

Al Altomari
Chief Executive Officer and Director

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AGILE THERAPEUTICS, INC.
101 Poor Farm Road
Princeton, New Jersey 08540

NOTICE OF
2015 ANNUAL MEETING OF STOCKHOLDERS



Time and Date:

  Wednesday, June 10, 2015 at 10:00 a.m. local time.

Place:

 

Holiday Inn, 100 Independence Way, Princeton, New Jersey 08540.

Items of Business:

 

(1)

 

To elect three directors named in the proxy statement accompanying this notice to serve as Class I directors until the annual meeting held in 2018 and until their successors are duly elected and qualified.

 

(2)

 

To ratify the appointment of Ernst & Young LLP as Agile Therapeutics, Inc.'s independent registered public accounting firm for the year ending December 31, 2015.

 

(3)

 

To transact such other business as may properly come before the annual meeting or any adjournment thereof.

 

These items of business are more fully described in the proxy statement accompanying this notice.

Adjournments and Postponements:

 

Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

Record Date:

 

You are entitled to vote if you were a stockholder of record as of the close of business on April 15, 2015.

Voting:

 

Your vote is very important.    Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and vote on the Internet or by telephone or submit your proxy card, if you have requested one, as soon as possible. For specific instructions on how to vote your shares, please refer to the section herein entitled "Questions and Answers About Procedural Matters."

  By order of the board of directors,

 

 


GRAPHIC

 

Al Altomari
Chief Executive Officer and Director

         This notice of annual meeting, proxy statement and accompanying form of proxy card are being made available on or about April 29, 2015.


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TABLE OF CONTENTS

 
  Page  

QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS

    1  

Annual Meeting

    1  

Stock Ownership

    2  

Quorum and Voting

    2  

Stockholder Proposals and Director Nominations

    6  

Additional Information about the Proxy Materials

    7  

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 10, 2015

    7  

PROPOSAL ONE—ELECTION OF DIRECTORS

    8  

General

    8  

Nominees

    8  

Information Regarding the Nominees and Other Directors

    9  

PROPOSAL TWO—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    14  

General

    14  

Principal Accounting Fees and Services

    14  

Pre-Approval of Audit and Non-Audit Services

    14  

CORPORATE GOVERNANCE

    16  

Code of Business Conduct and Ethics

    16  

Board Composition

    16  

Director Independence

    16  

Board Leadership Structure

    17  

Board Committees

    17  

Compensation Committee Interlocks and Insider Participation

    19  

Meetings of the Board of Directors

    19  

Board Oversight of Risk

    20  

Director Nomination Process

    20  

Director Compensation

    20  

Limitation of Liability and Indemnification Arrangements

    22  

Stockholder Communications with the Board of Directors

    23  

EXECUTIVE OFFICERS

    24  

EXECUTIVE COMPENSATION

    26  

Summary Compensation Table

    26  

Narrative Explanation of Certain Aspects of the Summary Compensation Table

    27  

Outstanding Equity Awards as of December 31, 2014

    28  

Severance and Change in Control Benefits

    30  

Employee Benefits and Perquisites

    32  

COMPENSATION COMMITTEE REPORT

    33  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    34  

EQUITY COMPENSATION PLAN INFORMATION

    37  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    38  

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    40  

AUDIT COMMITTEE REPORT

    41  

OTHER MATTERS

    42  

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AGILE THERAPEUTICS, INC.
101 Poor Farm Road
Princeton, New Jersey 08540

PROXY STATEMENT FOR 2015 ANNUAL MEETING OF STOCKHOLDERS



        This proxy statement is furnished in connection with solicitation of proxies by our board of directors for use at the 2015 Annual Meeting of Stockholders (the Annual Meeting) to be held at 10:00 a.m. local time on Wednesday, June 10, 2015, and any postponements or adjournments thereof. The Annual Meeting will be held at the Holiday Inn, 100 Independence Way, Princeton, New Jersey 08540. As used in this proxy statement, the terms "Agile," "we," "us," and "our" mean Agile Therapeutics, Inc. unless the context indicates otherwise.


QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS

Annual Meeting

Q:
Why am I receiving these proxy materials?

A:
Our board of directors is providing these proxy materials to you in connection with the solicitation of proxies for use at the Annual Meeting to be held on Wednesday, June 10, 2015 at 10:00 a.m. local time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth herein. We intend to mail the notice of Annual Meeting, this proxy statement, accompanying form of proxy card, and our 2014 Annual Report on Form 10-K to you on or about April 29, 2015. This proxy statement includes information that we are required to provide to you by the Securities and Exchange Commission, or the SEC, and that is designed to assist you in voting your shares.

Q:
What is included in the proxy materials?

A:
The proxy materials include:

This proxy statement for the Annual Meeting;

Our 2014 Annual Report to Stockholders, which consists of our Annual Report on Form 10-K for the year ended December 31, 2014; and

The proxy card or a voting instruction form for the Annual Meeting, if you have requested that the proxy materials be mailed to you.

Q:
How can I get electronic access to the proxy materials?

A:
The Company's proxy materials are available at www.proxyvote.com and at www.agiletherapeutics.com. Our website address is included for reference only. The information contained on our website is not incorporated by reference into this proxy statement.

You can find directions on how to instruct us to send future proxy materials to you by email at www.proxyvote.com. Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.


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Q:
What information is contained in this proxy statement?

A:
The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and certain of our executive officers, corporate governance, and certain other required information.

Q:
Where is the Annual Meeting?

A:
The Annual Meeting will be held at the Holiday Inn, 100 Independence Way, Princeton, New Jersey 08540.

Q:
Can I attend the Annual Meeting?

A:
You are invited to attend the Annual Meeting if you were a stockholder of record or a beneficial owner as of April 15, 2015 (the "Record Date"). Admission will begin at 9:30 a.m. local time on the date of the Annual Meeting, and you must present valid picture identification such as a driver's license or passport and, if asked, provide proof of stock ownership as of the Record Date. The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is not permitted at the Annual Meeting. The meeting will begin promptly at 10:00 a.m. local time.

Stock Ownership

Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
Stockholders of record —If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered, with respect to those shares, the "stockholder of record," and the proxy materials were provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting.

Beneficial owners —Many Agile stockholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or another nominee, you are considered the "beneficial owner" of shares held in "street name." The proxy materials were forwarded to you by your broker, trustee or nominee who is considered, with respect to those shares, the stockholder of record.

Quorum and Voting

Q:
How many shares must be present or represented to conduct business at the Annual Meeting?

A:
A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws and Delaware General Corporation law. The presence, in person or by proxy, of a majority of the aggregate voting power of the issued and outstanding shares of stock entitled to vote at the meeting will constitute a quorum at the meeting.

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Q:
Who is entitled to vote at the Annual Meeting?

A:
Holders of record of our common stock at the close of business on the Record Date are entitled to receive notice of and to vote their shares at the Annual Meeting. As of the Record Date, we had 22,172,637 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each holder of common stock of Agile will be entitled to one vote for each share of common stock held as of the close of business on the Record Date. We do not have cumulative voting rights for the election of directors.

Q:
How can I vote my shares in person at the Annual Meeting?

A:
Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card, if you have requested one, or following the voting directions described below, so that your vote will be counted if you later decide not to attend the meeting.

Q:
How can I vote my shares without attending the Annual Meeting?

A:
Stockholder of record —If you are a stockholder of record, there are three ways to vote without attending the Annual Meeting:

Via the Internet —You may vote by proxy via the Internet by following the instructions provided in the proxy card and at www.proxyvote.com.

By Telephone —You may vote by proxy by telephone by calling the toll free number found on the proxy card.

By Mail —You may vote by proxy by filling out the proxy card and returning it in the envelope provided.
Q:
What proposals will be voted on at the Annual Meeting?

A:
At the Annual Meeting, stockholders will be asked to vote:

(1)
To elect the three directors identified in this proxy statement to serve as a Class I directors until the annual meeting held in 2018 and until their successors are duly elected and qualified;

(2)
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2015; and

(3)
To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

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Q:
What is the voting requirement to approve each of the proposals?

A:
Proposal One —The election of a director requires a plurality vote of the shares of common stock voted at the meeting. "Plurality" means that the individual who receives the largest number of votes cast "for" is elected as a director, however, a nominee is not required to receive a majority of votes "for". As a result, any shares not voted "for" the nominee (whether as a result of stockholder withholding or a broker non-vote) will not be counted in the nominee's favor.
Q:
How does the board of directors recommend that I vote?

A:
Our board of directors unanimously recommends that you vote your shares:

"FOR" the nominees for election as directors listed in Proposal One; and

"FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2015.

Q:
What happens if I do not give specific voting instructions?

A:
Stockholder of record —If you are a stockholder of record and you:

Indicate when voting on the Internet or by telephone that you wish to vote as recommended by our board of directors; or

Sign and return a proxy card without giving specific voting instructions,
Q:
How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

A:
Brokerage firms and other intermediaries holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole routine matter—the proposal to ratify the appointment of Ernst & Young LLP. Your broker will not have discretion to vote on the following "non-routine" matter absent direction from you: the election of directors.

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Q:
What happens if additional matters are presented at the Annual Meeting?

A:
If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

Q:
Can I change or revoke my vote?

A:
Subject to any rules your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting.
Q:
Who will bear the cost of soliciting votes for the Annual Meeting?

A:
We will bear all expenses of this solicitation, including the cost of preparing and mailing these proxy materials. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of Agile may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. Our costs for such services, if retained, will not be significant. If you choose to access the proxy materials and/or vote through the Internet, you are responsible for any Internet access charges you may incur.

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Q:
Is my vote confidential?

A:
Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Agile or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

Q:
Where can I find the voting results of the Annual Meeting?

A:
We intend to announce preliminary voting results at the Annual Meeting and will publish final results in a current report on Form 8-K within four business days after the Annual Meeting.

Stockholder Proposals and Director Nominations

Q:
What is the deadline to propose actions for consideration at next year's annual meeting of stockholders or to nominate individuals to serve as directors?

A:
You may submit proposals, including director nominations, for consideration at future stockholder meetings.

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Q:
How may I obtain a copy of the bylaw provisions regarding stockholder proposals and director nominations?

A:
A copy of the full text of the bylaw provisions discussed above may be obtained by writing to our Corporate Secretary. All notices of proposals by stockholders, whether or not included in Agile's proxy materials, should be sent to our principal executive offices, Attention: Corporate Secretary.

Additional Information about the Proxy Materials

Q:
What does it mean if multiple members of my household are stockholders but we only received one Notice or full set of proxy materials in the mail?

A:
We have adopted a procedure called "householding," which the SEC has approved. Under this procedure, we deliver a single copy of the notice of the Annual Meeting and the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the notice of the Annual Meeting and the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the notice of the Annual Meeting and the proxy materials, stockholders should send their requests to our principal executive offices, Attention: Corporate Secretary. Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

Q:
What is the mailing address for Agile's principal executive offices?

A:
Our principal executive offices are located at 101 Poor Farm Road, Princeton, New Jersey 08540. The telephone number at that location is (609) 683-1880.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 10, 2015.

         The proxy statement and annual report to stockholders is available at www.proxyvote.com.

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PROPOSAL ONE

ELECTION OF DIRECTORS

General

        Our board of directors may establish the authorized number of directors from time to time by resolution. Our board of directors is currently comprised of seven members who are divided into three classes with staggered three-year terms. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. This classification of the board of directors into three classes with staggered three-year terms may have the effect of delaying or preventing changes in our control or management. The term of office of our Class I directors, Al Altomari, John Hubbard, Ph.D., FCP, and James P. Tursi, M.D. will expire at this year's Annual Meeting. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

Nominees

        Three Class I directors have been nominated for election at the Annual Meeting for a three-year term expiring in 2018. Upon the recommendation of our nominating and governance committee, our board of directors has nominated Al Altomari, John Hubbard, Ph.D., FCP, and James P. Tursi, M.D. for election as Class I directors. The term of office of the nominees elected as directors will continue until such director's term expires in 2018, or until such director's successor has been duly elected and qualified.

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Information Regarding the Nominees and Other Directors

Nominees for Class I Directors for a Term Expiring in 2018

        The following information about the nominees as of April 29, 2015, including the nominee's age, business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating/corporate governance committee and our board of directors to determine that the nominee should serve as one of our directors.

Name
  Age   Principal Occupation and Business Experience

Al Altomari

    56   Mr. Altomari has served as our Chief Executive Officer and as a member of our board of directors since October 2010. Prior to being named President and Chief Executive Officer, Mr. Altomari served as the Company's Executive Chairman from 2004 to 2010. From 2008 to September 2010, Mr. Altomari was also a consultant to Agile. From 2003 to 2008, Mr. Altomari held multiple senior management positions at Barrier Therapeutics, Inc., including Chief Commercial Officer, Chief Operating Officer, and Chief Executive Officer. In 2008, in his role as Chief Executive Officer and as a member of Barrier's board of directors, Mr. Altomari completed the successful sale of Barrier to Stiefel Laboratories, which was subsequently acquired by GlaxoSmithKline plc. From 1982 to 2003, Mr. Altomari held numerous executive roles in general management, commercial operations, business development, product launch preparation, and finance with Johnson & Johnson. Mr. Altomari also serves on the board of directors of Insmed Inc. and Recro Pharma, Inc. Mr. Altomari received an M.B.A. from Rider University and his B.S. from Drexel University. We believe that Mr. Altomari's experience in pharmaceutical companies with commercialized products, the launch of certain products and more than 20 years of focus on the development and marketing of specialty pharmaceutical products makes him uniquely suited to guide the Board in strategic planning, operational and commercial matters.

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Name
  Age   Principal Occupation and Business Experience

John Hubbard, Ph.D., FCP

    59  

Dr. Hubbard has served as a member of our board of directors since November, 2014. Dr. Hubbard currently serves as President and CEO of BioClinica,  Inc., a privately-owned specialty clinical trials service provider. Prior to joining BioClinica, he was Senior Vice President and Worldwide Head of Development Operations for Pfizer Inc., and was responsible for the global clinical trial operations and management of more than 450 clinical projects from Phase I to IV. Dr. Hubbard has been leading pharmaceutical research and development activity for nearly thirty years and held positions of increasing responsibility in the biopharmaceutical and clinical research & development services industries. Prior to joining Pfizer in 2010, he was Group President, Clinical Research Services at ICON Clinical Research, a leading global clinical research organization, where he was responsible for the global business and operations. During his career, Dr. Hubbard has been directly responsible for drug discovery and non-clinical pharmacology, clinical pharmacology, project management, product development optimization, commercial assessment of new chemical entities, and clinical development operations. He has led several drug development teams to successful commercialization of new chemical entities and has participated at FDA meetings to support end of Phase II and end of Phase III data presentations for psychiatric, neurological, cardiovascular, and anti-infective drugs. Dr. Hubbard received a Bachelor of Science degree in Biopsychology from the University of Santa Clara and a Doctorate from the University of Tennessee, with a research focus on the genetic basis of hypertension and autonomic dysfunction. He was a National Institute of Health Postdoctoral Fellow in Cardiovascular and Clinical Pharmacology at the University of Texas Health Sciences Center. We believe Dr. Hubbard's qualifications to sit on our board of directors include his extensive pharmaceutical experience leading global clinical trial operations and research and development programs and his significant education background.

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Name
  Age   Principal Occupation and Business Experience

James P. Tursi, M.D. 

    50  

Dr. Tursi has served as a member of our board of directors since October, 2014. Dr. Tursi currently serves as Chief Medical Officer for Innocoll Pharmaceuticals and is responsible for managing all clinical research & development, medical affairs and safety activities. Prior to joining Innocoll, Dr. Tursi served as the Chief Medical Officer of Auxilium Pharmaceuticals. He served as Vice President of Clinical Research and Development from 2009 to 2011. Prior to Auxilium, Dr. Tursi was at GlaxoSmithKline Biologicals from 2006 to 2009, where he was the Director of Medical Affairs for cervical cancer vaccines in North America. From 2004 to 2006, Dr. Tursi served as a Medical Director for Procter & Gamble Pharmaceuticals where he worked in various therapeutic areas including female sexual dysfunction, overactive bladder, and osteoporosis. Dr. Tursi is a board certified OB/GYN and practiced medicine for over 10 years. He was the founder of the medical education company, I Will Pass®, which assisted physicians in the process of board certification. Dr. Tursi received his doctor of medicine degree from the Medical College of Pennsylvania and completed his residency fellowship training at The Johns Hopkins Hospital. We believe Dr. Tursi's qualifications to sit on our board of directors include his significant clinical and regulatory expertise in the pharmaceutical industry coupled with established experience as an OB/GYN physician.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE CLASS I NOMINEES NAMED ABOVE.

        The following contains certain information about those directors whose terms do not expire at the Annual Meeting and the director who is not standing for reelection is furnished below, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee and our board of directors to determine that the directors should serve as one of our directors. The age of each director as of April 29, 2015 is set forth below.

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Incumbent Class II Directors Whose Terms Expire in 2016

Name
  Age   Principal Occupation and Business Experience

Karen Hong, Ph.D. 

    43   Dr. Hong has served as a member of our board of directors since May 2006. Dr. Hong joined ProQuest Investments in 2001, was promoted to Principal in 2004, and to Partner in 2013. She and her team at ProQuest have guided over thirty investments to a successful exit and Dr. Hong has led working teams on many of these exits. Prior to joining ProQuest Investments, Dr. Hong provided technical consultation to the healthcare group at BancBoston Ventures and conducted biomedical research in cancer and mammalian genetics. Dr. Hong also serves on the board of directors of Clarus Therapeutics. Dr. Hong received a B.S. in chemistry and a B.A. in molecular biology from the University of California at Berkeley. She received a Ph.D. in biology from the Massachusetts Institute of Technology. Dr. Hong's scientific background and business experience, coupled with her experience as a venture capitalist advising life science and technology companies, provides her with the qualifications and skills to serve as a director.

 

Name
  Age   Principal Occupation and Business Experience

William T. McKee

    53   Mr. McKee has served as a member of our board of directors since March 2014. Mr. McKee currently serves as the Chief Executive Officer of MBJC Associates, LLC, a business consulting firm. Mr. McKee served as Chief Operating Officer and Chief Financial Officer for EKR Therapeutics, Inc., or EKR, from July 2010 until June 2012 when EKR was sold to Cornerstone Therapeutics Inc., or Cornerstone. Until March 2010, Mr. McKee served as the Executive Vice President, Chief Financial Officer and Treasurer of Barr Pharmaceuticals, LLC, a subsidiary of Teva Pharmaceutical Industries Limited, or Teva, and the successor entity to Barr Pharmaceuticals, Inc., or Barr, an NYSE listed company, which was acquired by Teva in December 2008. Mr. McKee was also Executive Vice President and Chief Financial Officer of Barr prior to its acquisition by Teva, after having served in positions of increasing responsibility at Barr from 1995 until its acquisition. Prior to joining Barr, Mr. McKee served as Director of International Operations and Vice President-Finance at Absolute Entertainment, Inc. from June 1993 until December 1994. From 1990 until June 1993, Mr. McKee worked at Gramkow & Carnevale, CPA's, and from 1983 until 1990, he worked at Deloitte & Touche. Mr. McKee currently serves as a director of Cerulean Pharma Inc, and was a director at Auxilium Pharmaceuticals,  Inc. until it was acquired by Endo International plc in January 2015. Mr. McKee received his Bachelor of Business Administration degree from the University of Notre Dame. Through his years of experience as a chief financial officer and a public accountant, Mr. McKee provides valuable financial and leadership experience to the Board.

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Incumbent Class III Directors Whose Terms Expire in 2017

Name
  Age   Principal Occupation and Business Experience

Abhijeet Lele

    49   Mr. Lele has been a member of our board of directors since May 2010. Since 2009, Mr. Lele has served as a Managing Director and Head of Healthcare Investing at Investor Growth Capital, or IGC. IGC focuses on late-stage venture capital and growth equity investments in healthcare and technology companies. Before joining IGC, Mr. Lele spent ten years as a Managing Member of EGS Healthcare Capital Partners, or EGS, a venture capital firm focusing on private and public investments in biotechnology, specialty pharmaceutical and medical device companies. Prior to EGS, Mr. Lele was a consultant at McKinsey & Co., where he primarily served medical device, pharmaceutical and health insurance clients. He previously held operating positions with Lederle Laboratories, Inc., Progenics Pharmaceuticals, Inc. and Clontech Laboratories, Inc.. Mr. Lele previously served on the board of directors of Stereotaxis,  Inc., Medarex Inc. and Aptalis Pharma Inc. He received an M.B.A. with Distinction from Cornell University and an M.A. from Cambridge University, where he studied Natural Sciences. We believe Mr. Lele's years of experience in the venture capital and healthcare industries make him qualified to serve on our Board.

Andrew Schiff, M.D. 

   
49
 

Dr. Schiff has served as a member of our board of directors since July 2012. Dr. Schiff joined Aisling Capital, a healthcare focused private equity firm, in September of 1999 and has served as a Managing Partner since 2002. Prior to Aisling Capital, Dr. Schiff practiced internal medicine at The New York Presbyterian Hospital where he maintains his position as a Clinical Assistant Professor of Medicine. Dr. Schiff currently serves as a director of Zeltiq Aesthetics as well as several other portfolio companies. Dr. Schiff received his M.D. from Cornell University Medical College, his M.B.A. from Columbia University, and his B.S. with honors in Neuroscience from Brown University. He is a long-time supporter of the Visiting Nurse Service of New York as well as other charitable organizations. We believe Dr. Schiff's medical background, venture experience, and myriad of directorships make him qualified to serve on our Board.

        There are no family relationships among any of our directors or executive officers. See "Corporate Governance" below for additional information regarding our board of directors.

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PROPOSAL TWO

RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

        Our audit committee has appointed the firm of Ernst & Young LLP, independent registered public accountants, to audit our financial statements for the year ending December 31, 2015. Ernst & Young LLP has audited our financial statements since the fiscal year ended December 31, 2009.

        Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of Agile and its stockholders. At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2015. Our audit committee is submitting the selection of Ernst & Young LLP to our stockholders because we value our stockholders' views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Ernst & Young LLP will be present at the Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

        If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the audit committee would reconsider the appointment.

Principal Accounting Fees and Services

        The following table sets forth all fees paid or accrued by us for professional audit services and other services rendered by Ernst & Young LLP during the years ended December 31, 2014 and 2013:

 
  2014   2013  

Audit Fees(1)

  $ 648,235   $ 121,783  

Audit-Related Fees(2)

         

Tax Fees(3)

         

All Other Fees

         

Total Fees

  $ 648,235   $ 121,783  

(1)
Audit Fees:    Consist of fees for professional services provided by Ernst & Young LLP in connection with the audit of our financial statements, review of our quarterly financial statements, and related services that are normally provided in connection with registration statements, including the registration statement for our initial public offering. Included in the 2014 audit fees is $380,535 of fees billed in connection with our initial public offering.

(2)
Audit-Related Fees:    Consist of fees for professional services that are reasonably related to the performance of the audit or review of our financial statements.

(3)
Tax Fees:    Consist of fees for professional services in connection with tax compliance, tax planning, and tax advice, including foreign tax return preparation and requests for rulings or technical advice from tax authorities.

Pre-Approval of Audit and Non-Audit Services

        Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this

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responsibility, our audit committee (or the chair if such approval is needed on a time urgent basis) generally pre-approves of all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015.

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CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

        Our board of directors has adopted a code of ethics and business conduct. The code of ethics and business conduct applies to all of our employees, officers and directors. The full text of our code of ethics and business conduct is posted on our website. We intend to disclose, to the extent required by applicable rules and regulations, future amendments to, or waiver of, our code of ethics and business conduct, at the same location on our website identified above and also in public filings we will make with the SEC. Information contained on our website is not incorporated by reference into this proxy, and you should not consider information contained on our website to be part of this proxy or in deciding whether to purchase shares of our common stock.

Board Composition

        Our business affairs are managed under the direction of our board of directors, which is currently composed of seven members. Six of our directors are independent within the meaning of the listing rules of The NASDAQ Global Market ("NASDAQ"). Our board of directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director's term continues until the election and qualification of his or her successor, or the earlier of his or her death, resignation or removal. The classification of our board of directors may have the effect of delaying or preventing changes in our control or management.

Director Independence

        Our common stock is listed on the NASDAQ. The listing rules of this stock exchange generally require that a majority of the members of a listed company's board of directors be independent. In addition, the rules of the NASDAQ require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating and corporate governance committees be independent. The NASDAQ director independence definition includes a series of objective tests, such as that the director is not also one of our employees and has not engaged in various types of business dealings with us. In addition, as further required by NASDAQ rules, our board of directors has made a subjective determination as to each independent director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our directors reviewed and discussed information provided by the directors and us with regard to each director's business and personal activities as they may relate to us and our management.

        Our board of directors has determined that none of our non-employee directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the rules of the NASDAQ. The independent members of our board of directors hold separate regularly scheduled executive session meetings at which only independent directors are present.

        Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Each of

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William T. McKee, Abhijeet Lele and Andrew Schiff, M.D. qualify as an independent director pursuant to Rule 10A-3.

Board Leadership Structure

        Our board of directors does not currently have a chairman of the board. We have a separate chair for each committee of our board of directors, all of whom are independent directors. The chairs of each committee report on the activities of their committees in fulfilling their responsibilities at the meetings of our board of directors. In the absence of a chairman of the board, our independent board members who chair committees oversee the executive sessions on a rotating basis, and work with the chief executive officer to set agendas for board meetings.

        Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Board Committees

        Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our board of directors. The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, NASDAQ and SEC rules and regulations

        Audit committee.     Mr. McKee, Dr. Schiff and Mr. Lele currently serve on the audit committee, which is chaired by Mr. McKee. Our board of directors has determined that each member of the audit committee is "independent" for audit committee purposes as that term is defined in the rules of the SEC and the applicable NASDAQ Global Market rules, and has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our board of directors has designated each of Mr. McKee and Dr. Schiff as an "audit committee financial expert," as defined under the applicable rules of the SEC. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and NASDAQ and which is available on our website at www.agiletherapeutics.com. The inclusion of our website address here and elsewhere in this proxy does not include or incorporate by reference the information on our website into this proxy. Our audit committee met eleven (11) times during the year ended December 31, 2014. The audit committee's responsibilities include:

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        Compensation committee.     Dr. Tursi, Dr. Schiff, Dr. Hong and Mr. Lele currently serve on the compensation committee, which is chaired by Mr. Lele. Our board of directors has determined that each member of the compensation committee is "independent" as defined in applicable NASDAQ rules. The compensation committee operates under a written charter that satisfies the applicable standards of NASDAQ and which is available on our website at www.agiletherapeutics.com. The inclusion of our website address here and elsewhere in this proxy does not include or incorporate by reference the information on our website into this proxy. Our compensation committee met nine (9) times during the year ended December 31, 2014. The compensation committee's responsibilities include:

        Our chief executive officer and chief financial officer assist our compensation committee in carrying out its functions, although they do not participate in deliberations or decisions with respect to their own compensation. During the year ended December 31, 2014, our compensation committee engaged the services of W.T. Haigh & Company, Inc., a compensation consulting firm, to advise the compensation committee regarding the amount and types of compensation that we provide to our executives and directors and how our compensation practices compared to the compensation practices of other companies. W.T. Haigh & Company reports directly to the compensation committee. W.T. Haigh & Company does not provide any services to us other than the services provided to the compensation committee. The compensation committee believes that W.T. Haigh & Company does not

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have any conflicts of interest in advising the compensation committee under applicable SEC rules or NASDAQ listing standards.

        Nominating and corporate governance committee.     Dr. Hong, Dr. Hubbard and Mr. McKee currently serve on the nominating and corporate governance committee, which is chaired by Dr. Hong. Our board of directors has determined that each member of the nominating and corporate governance committee is "independent" as defined in applicable NASDAQ rules. The nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of NASDAQ and which is available on our website at www.agiletherapeutics.com. The inclusion of our website address here and elsewhere in this proxy does not include or incorporate by reference the information on our website into this proxy. Our nominating and corporate governance committee met four (4) times during the year ended December 31, 2014. The nominating and corporate governance committee's responsibilities include:

        Our board of directors may from time to time establish other committees.

Compensation Committee Interlocks and Insider Participation

        In the past three years, none of the members of our compensation committee is or has in the past served as an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of a board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Meetings of the Board of Directors

        The full board of directors met twelve (12) times during the year ended December 31, 2014. No director attended fewer than 75% of the total number of meetings of the board of directors and of any committees of the board of directors of which he or she was a member during our year ended December 31, 2014.

        It is our policy that directors are invited and encouraged to attend our annual meetings of stockholders. We have scheduled our Annual Meeting on the same day as a regularly scheduled board of directors meeting in order to facilitate attendance by the members of our board of directors. This will be our first annual meeting of stockholders since we completed our initial public offering in May 2014.

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Board Oversight of Risk

        Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our operations, strategic direction and intellectual property as more fully discussed under "Risk Factors" in our Annual Report on Form 10-K. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

        The role of the board of directors in overseeing the management of our risks is conducted primarily through committees of the board of directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. For example, our audit committee is responsible for overseeing the management of risks associated with our financial reporting, accounting and auditing matters, regulatory and legal compliance, and cyber-security; our compensation committee oversees major risks associated with our compensation policies and programs; and our nominating and governance committee oversees the management of risks associated with director independence, conflicts of interest, composition and organization of our board of directors and director succession planning. The full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on Agile, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting. This enables to the board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Director Nomination Process

        In considering whether to recommend any candidate for inclusion in our board of directors' slate of recommended directors, including candidates recommended by stockholders, the nominating and corporate governance committee applies a certain set of criteria, including, but not limited to, the candidate's integrity, business acumen, experience, commitment, diligence, conflicts of interest and the ability to act in the interests of all stockholders. We believe that the value of diversity on the board should be considered by the nominating and corporate governance committee in the director identification and nomination process. The committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. The committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant breadth of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

Director Compensation

        During our fiscal year ended December 31, 2014, we paid cash fees and granted options to purchase shares of our common stock to our non-employee directors who served on our board of directors. A non-employee director is a director who is not employed by us and who does not receive compensation from us (other than for services as a director) or have a business relationship with us that would require disclosure under certain SEC rules. Mr. Altomari, our chief executive officer and a

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member of our board of directors, did not receive any compensation from us during our fiscal year ended December 31, 2014 for his service as a director and is not included in the table below.

Name
  Fees
Earned
or Paid in
Cash
  Option
Awards(1)
  Total  

Karen Hong, Ph.D. 

  $ 25,804 (2) $ 103,575 (3) $ 129,379  

John Hubbard, Ph.D. 

  $ 4,185   $ 101,282 (3) $ 105,467  

Abhijeet Lele

  $ 28,839 (2) $ 103,575 (3) $ 132,414  

William T. McKee

  $ 37,500   $ 138,473 (3) $ 175,973  

Andrew Schiff, M.D. 

  $ 24,286 (2) $ 103,575 (3) $ 127,861  

James P. Tursi, M.D. 

  $ 8,750   $ 110,150 (3) $ 118,900  

(1)
In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted computed in accordance with Financial Accounting Standard Board Accounting Codification Topic 718 for stock-based compensation transactions (ASC 718). Assumptions used in the calculation of these amounts are included in Note 10 to our financial statements. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

(2)
Fees earned were assigned to the management company of the venture capital fund affiliated with the director.

(3)
As of December 31, 2014, the director held outstanding options to purchase 21,000 shares of our common stock.

Non-Employee Director Compensation

        Each member of our board of directors who is not an employee of Agile will receive the following cash compensation for board services, as applicable:

    $30,000 per year for service as a board of directors member;

    $15,000 per year for service as chairman of the Audit Committee;

    $12,500 per year for service as chairman of the Compensation Committee;

    $7,500 per year for service as chairman of the Nominating and Corporate Governance Committee; and

    $5,000 per year for service as each committee membership.

        Non-employee members of our board of directors receive automatic grants of non-statutory stock options under our 2014 Incentive Compensation Plan. Each non-employee director joining our board of directors will automatically be granted a non-statutory stock option to purchase 21,000 shares of common stock with an exercise price equal to the fair market value of our common stock on the grant date. The shares subject to each initial option grant will vest in three successive equal annual installments over the 3-year period measured from the date of the non-employee director's election to our board of directors, subject to the non-employee director's continued board service through each vesting date and provided that the director attends at least 75% of the board meetings held during each respective year of board service.

        In addition, on the date of each annual meeting of our stockholders, each non-employee director will automatically be granted a non-statutory stock option to purchase 14,000 shares of our common stock on that date with an exercise price equal to the fair market value of our common stock on the

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grant date. The shares subject to each annual grant will vest on the first anniversary of the option grant date, subject to the non-employee director's continued board service through such date and provided that the non-employee director attends at least 75% of the board meetings held during such year of board service.

        The shares subject to each option grant under the director compensation policy will immediately vest upon (i) an acquisition of the Company by merger or asset sale, (ii) the successful completion of a tender offer for more than 50% of the Company's outstanding voting stock or (iii) a change in the majority of our board of directors effected through one or more proxy contests for board membership (a "Change in Control"). All automatic director options have a maximum term of ten years.

        We will also continue to reimburse our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board and committee meetings.

Limitation of Liability and Indemnification Arrangements

        As permitted by the Delaware General Corporation Law, we have adopted provisions in our amended and restated certificate of incorporation and amended and restated by-laws that limit or eliminate the personal liability of our directors. Consequently, a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

    any breach of the director's duty of loyalty to us or our stockholders;

    any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

    any unlawful payments related to dividends or unlawful stock repurchases, redemptions or other distributions; or

    any transaction from which the director derived an improper personal benefit.

        These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

        In addition, our amended and restated by-laws provide that:

    we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the Delaware General Corporation Law; and

    advance expenses, including attorneys' fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings, subject to limited exceptions.

        We have entered into separate indemnification agreements with our directors and executive officers. These agreements, among other things, provide for indemnification of our directors and executive officers for certain expenses, judgments, fines and settlement amounts, among others, incurred by this person in any action or proceeding arising out of this person's services as a director or executive officer in any capacity with respect to any employee benefit plan or as a director, partner, trustee or agent of another entity at our request. We believe that these indemnification agreements, along with the provisions of our amended and restated certificate of incorporation and amended and restated bylaws are necessary to attract and retain qualified persons as directors and executive officers.

        We also maintain general liability insurance to provide insurance coverage to our directors and officers for losses arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers,

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or persons controlling the registrant pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

        These provisions may discourage stockholders from bringing a lawsuit against our directors in the future for any breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors, officers and certain employees pursuant to these indemnification provisions. We believe that these provisions, the indemnification agreements and the insurance are necessary to attract and retain talented and experienced directors and officers.

        At present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.

Stockholder Communications with the Board of Directors

        Stockholders wishing to communicate with the board of directors or with an individual member of the board of directors may do so by writing to the board of directors or to the particular member of the board of directors, care of the Corporate Secretary by mail to our principal executive offices, Attention: Corporate Secretary. The envelope should indicate that it contains a stockholder communication. All such stockholder communications will be forwarded to the director or directors to whom the communications are addressed.

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EXECUTIVE OFFICERS

        The following table provides information concerning our executive officers as of April 28, 2015:

Name
  Age   Position

Al Altomari

    56   President, Chief Executive Officer and Director

Scott M. Coiante

    48   Chief Financial Officer

Elizabeth Garner, M.D. 

    47   Chief Medical Officer

Katie MacFarlane, Pharm.D. 

    49   Chief Commercial Officer

        Al Altomari.     Mr. Altomari has served as our Chief Executive Officer and as a member of our board of directors since October 2010. Prior to being named President and Chief Executive Officer, Mr. Altomari served as the Company's Executive Chairman from 2004 to 2010. From 2008 to September 2010, Mr. Altomari was also a consultant to Agile. From 2003 to 2008, Mr. Altomari held multiple senior management positions at Barrier Therapeutics, Inc., including Chief Commercial Officer, Chief Operating Officer, and Chief Executive Officer. In 2008, in his role as Chief Executive Officer and as a member of Barrier's board of directors, Mr. Altomari completed the successful sale of Barrier to Stiefel Laboratories, which was subsequently acquired by GlaxoSmithKline plc. From 1982 to 2003, Mr. Altomari held numerous executive roles in general management, commercial operations, business development, product launch preparation, and finance with Johnson & Johnson. Mr. Altomari also serves on the board of directors of Insmed Inc. and Recro Pharma, Inc. Mr. Altomari received an M.B.A. from Rider University and his B.S. from Drexel University. We believe that Mr. Altomari's experience in pharmaceutical companies with commercialized products, the launch of certain products and more than 20 years of focus on the development and marketing of specialty pharmaceutical products makes him uniquely suited to guide the Board in strategic planning, operational and commercial matters.

        Scott M. Coiante.     Mr. Coiante has served as our Vice President and Chief Financial Officer since June 2011. He joined us in December 2010 and served as our Vice President of Finance between then and June 2011. Beginning in 2005, he served as Vice President Finance, Treasurer, Principal Accounting Officer at Medarex, Inc., a publicly listed biopharmaceutical company, which Bristol-Myers Squibb Co., acquired in September 2009 and during 2002 through 2005, he served as Director of Finance. While at Medarex, he was responsible for corporate financial functions including treasury, accounting, SEC reporting, tax and assurance. From 1989 to 2002, he held management positions of increasing responsibilities at Ernst & Young LLP, which included managing audit engagements, financial preparation, and financial reporting for client public offerings, both initial and follow-on, and SEC registration filing statements for both public and private companies, predominantly within the life science and pharmaceutical industries. He holds a B.S. in accounting from Villanova University.

        Elizabeth Garner, M.D., M.P.H.     Dr. Garner has served as our Chief Medical Officer since January 2014. Previously, she served as Vice President, Medical Affairs, Women's Health and Preventive Care at Myriad Genetics Laboratories from 2012 to 2014. From 2011 to 2012, she was Senior Medical Director, Women's Health at Abbott Laboratories where she served as the Clinical Lead, Endometriosis Program. Prior to that, Dr. Garner served as Associate Director and then Director, Vaccines Clinical Research at Merck Research Laboratories from 2007 to 2011. Dr. Garner received joint M.D. and M.P.H degrees from Harvard Medical School and the School of Public Health. She completed her residency in obstetrics and gynecology at Brigham and Women's/Massachusetts General Hospitals; her subspecialty fellowship in gynecologic oncology at Brigham and Women's and the Dana Farber Cancer Institute; and received board certification in both general Obstetrics and Gynecology and Gynecologic Oncology. Prior to entering the pharmaceutical industry, she had several years of experience in academic clinical practice, research and teaching at Harvard Medical School.

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        Katie MacFarlane, Pharm.D.     Ms. MacFarlane has been our primary commercial advisor since 2009, and most recently, became our Chief Commercial Officer in March 2014. Ms. MacFarlane also serves as a Managing Partner of SmartPharma LLC., a pharmaceutical consulting firm specializing in new product commercialization since 2007. Previously, she served as President and Chief Executive Officer at Xintria Pharmaceutical Corporation, a start-up company in the development of berberine for treatment of dyslipidemia and Type II diabetes from 2006 to 2008. Prior to that, Ms. MacFarlane served as Vice President of Women's Health and New Product Planning at Warner Chilcott, an international pharmaceutical company focused on women's healthcare, dermatology and urology from 2001 to 2006. From 1991 to 2000, she served in management positions of increasing responsibility in clinical research, marketing and sales management positions with the Parke-Davis, a division of Warner-Lambert and also held the position of Regional Sales Director and was responsible for sales force planning and implementation, including the integration with Pfizer, Inc., following the merger in 2000. Ms. MacFarlane received her B.S. degree in Pharmacy and Doctor of Pharmacy from Purdue University and completed a Postdoctoral Fellowship in Industrial Pharmacy Practice with Rutgers University and Hoffmann-LaRoche.

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EXECUTIVE COMPENSATION

Summary Compensation Table

        The following table provides information concerning the compensation paid to our President and Chief Executive Officer, Chief Financial Officer and Chief Medical Officer, for the fiscal years ended December 31, 2013 and December 31, 2014. We refer to these individuals as our named executive officers.

Name and Principal Position
  Year   Salary($)   Bonus ($)   Option Awards
($)(4)
  All Other
Compensation ($)
  Total ($)  

Al Altomari

    2014   $ 362,500   $ 160,000 (1) $ 633,650   $ 23,419 (7) $ 1,179,569  

President and Chief

    2013   $ 325,000   $ 65,000 (2)     $ 25,213 (7) $ 415,213  

Executive Officer

                                     

Scott Coiante

    2014   $ 250,000   $ 76,300 (1) $ 1,220,330   $ 21,752 (7) $ 1,568,382  

Chief Financial Officer

    2013   $ 225,000   $ 45,000 (3)     $ 25,213 (7) $ 295,213  

Elizabeth Garner, M.D., M.P.H.

    2014   $ 315,960 (5) $ 108,000 (6) $ 1,585,457   $ 43,691 (8) $ 2,053,108  

Chief Medical Officer

    2013                      

(1)
Represents a discretionary bonus award earned as a result of our performance in the 2014 fiscal year paid in March 2015. The amounts included reflect the achievement at 100% of the target level of certain corporate objectives established by our board of directors for the year ended December 31, 2014 as described below.

(2)
Represents a discretionary bonus award earned by Mr. Altomari as a result of our performance in the 2013 fiscal year. All of the discretionary bonus award was paid in the form of 8,112 shares of our common stock on March 12, 2014.

(3)
Represents a discretionary bonus award earned by Mr. Coiante as a result of our performance in the 2013 fiscal year. $30,000 of the discretionary bonus award was paid in the form of 1,872 shares of our common stock on March 12, 2014.

(4)
In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted computed in accordance with Financial Accounting Standard Board Accounting Codification Topic 718 for stock-based compensation transactions (ASC 718). Assumptions used in the calculation of these amounts are included in Note 10 to our financial statements. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

(5)
Dr. Garner's employment commenced on January 6, 2014. The amount reported represents the pro rata portion of Dr. Garner's salary from January 6, 2014 through December 31, 2014.

(6)
Includes (a) a discretionary bonus award of $88,000 earned as a result of our performance in the 2014 fiscal year paid in March 2015; the amounts included reflect the achievement at 100% of the target level of certain corporate objectives established by our board of directors for the year ended December 31, 2014 as described below, and (b) an initial cash bonus of $20,000 paid at the time Dr. Garner commenced employment with the Company in January 2014.

(7)
Represents premiums paid by the Company for health and group life insurance.

(8)
Represents $20,000 commuting assistance bonuses paid to Dr. Garner during 2014, and $23,691 for premiums paid by the Company for health and group life insurance.

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Narrative Explanation of Certain Aspects of the Summary Compensation Table

        Pursuant to letter agreements, and, in the case of Mr. Altomari, an employment agreement, entered into with us, each of our named executive officers is eligible to receive (i) a base salary and (ii) an annual performance bonus payable in cash, stock or a combination at the discretion of the compensation committee of the board of directors. The target amount of each named executive officer's annual performance bonus is a percentage of his or her base salary, as set forth in the table below, and the actual amount payable is based on the achievement of individual and corporate objectives.

        The base salary and target annual performance bonus for each of our named executive officers for our fiscal year ended December 31, 2014, is listed in the table below:

Name
  2014
Base Salary ($)
  2014 Target
Performance Bonus (%)
 

Al Altomari

  $ 400,000 (1)   40 %

Scott M. Coiante

  $ 275,000 (2)   25 %

Elizabeth Garner, M.D., M.P.H. 

  $ 320,000     25 %

(1)
From January 1, 2014 through June 30, 2014, base salary was $325,000. Effective July 1, 2014, base salary was increased to $400,000. Mr. Altomari's discretionary bonus award earned as a result of our performance in the 2014 fiscal year and paid in March 2015 was calculated on a base salary of $400,000.

(2)
From January 1, 2014 through June 30, 2014, base salary was $225,000. Effective July 1, 2014, base salary was increased to $275,000. Mr. Coiante's discretionary bonus award earned as a result of our performance in the 2014 fiscal year and paid in March 2015 was calculated on a base salary of $275,000.

        Objectives for the named executive officers' target bonuses for our fiscal year ended December 31, 2014 included securing funding to advance the completion of the clinical trial for Twirla ® , weighted at 35% of the total bonus potential, initiation of the clinical trial for Twirla, weighted at 50% of the total bonus potential, and management of our financial and liquidity position for 2014, weighted at 15% of the total bonus potential. Objectives for the 2014 named executive officer target bonuses were achieved at 100% and the named executive officers received bonus payments equal to the applicable target amounts set forth above.

        On February 19, 2015, our board of directors increased each of our named executive officer's base salary, effective March 1, 2015 to $430,000 for Mr. Altomari, $300,000 for Mr. Coiante and $350,000 for Dr. Garner. Our board of directors made the decision to increase the base salaries of the named executive officers on the basis of their individual performance for 2014.

        Each of our named executive officers is eligible to receive certain benefits if his or her employment is terminated under certain circumstances, as described under "Severance and Change in Control Benefits" below.

Equity Compensation

        We have historically offered stock options to our employees, including our named executive officers, as the long-term incentive component of our compensation program. Stock options allow employees to purchase shares of our common stock at a price per share equal to the fair market value of our common stock on the date of grant and may or may not be intended to qualify as "incentive stock options" for U.S. federal income tax purposes. We typically grant stock options to new hires upon their commencing employment with us. Awards to newly hired employees generally vest with respect to

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25% of the total number of option shares on the first anniversary of the grant date and in equal monthly installments over the following 36 months.

        As part of an annual compensation evaluation of our named executive officers at the beginning of each year, the compensation committee of the board of directors considers granting stock options to our named executive officers based on such executive's individual performance for the preceding year and as an incentive for future performance. Stock options are granted under the Company's 2014 Incentive Compensation Plan, and generally vest with respect to 25% of the total number of option shares on the first anniversary of the grant date and in equal monthly installments over the following 36 months.

        Effective February 19, 2015, the compensation committee of our board of directors granted options to:

    Mr. Altomari to purchase (i) 90,000 shares of our common stock at an exercise price of $9.45 per share, which was the closing price of our common stock on February 19, 2015 as reported by NASDAQ, and (ii) 90,000 shares of our common stock at an exercise price of $10.75 per share.

    Mr. Coiante to purchase (i) 37,500 shares of our common stock at an exercise price of $9.45 per share, which was the closing price of our common stock on February 19, 2015 as reported by NASDAQ, and (ii) 37,500 shares of our common stock at an exercise price of $10.75 per share.

    Dr. Garner to purchase (i) 50,000 shares of our common stock at an exercise price of $9.45 per share, which was the closing price of our common stock on February 19, 2015 as reported by NASDAQ, and (ii) 50,000 shares of our common stock at an exercise price of $10.75 per share.

        The compensation committee made its decision to grant stock options to our named executive officers, based on their individual performance for 2014.

        On March 6, 2014, Dr. Garner was granted a stock option, for which (i) 50% of the shares subject to the option was subject to vesting over four years provided Dr. Garner remains in continuous service with the Company during that time and (ii) 50% of the shares subject to the stock option was subject to vesting based on the attainment of certain performance goals. To further incentivize Dr. Garner during her employment with the Company, on April 24, 2015, the Compensation Committee amended the stock option to provide that 100% of the shares subject to the option is subject to vesting based on Dr. Garner's continuous service with the Company over a four year period as if service-based vesting applied to 100% of the shares subject to the option as of the date of grant. As a result of the amendment, 20,818 shares subject to the option were vested as of the date of the amendment and the remainder vest in substantially equal installments each month commencing in May 2015 and ending in December 2017, subject to Dr. Garner's continuous service with us through that time.

        As described under "Outstanding Equity Awards as of December 31, 2014" below, all outstanding and unvested options held by our named executive officers are subject to accelerated vesting in the event we experience a change in control and the stock options are not assumed by the successor corporation, or at the discretion of the board of directors.

Outstanding Equity Awards as of December 31, 2014

        The following table sets forth information regarding each outstanding and unexercised option held by each of our named executive officers as of December 31, 2014. The number of shares subject to each award and, where applicable, the exercise price per share, reflect all changes as a result of our capitalization adjustments.

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        The vesting schedule applicable to each outstanding award is described in the footnotes to the table below.

Name
  Grant
Date(1)
  Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  Number of
Securities
Underlying
Unexercised
Options
Unexercisable(3)
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
 

Al Altomari

    3/28/2006     2         285.71     3/27/2016  

    10/17/2006     14         285.71     10/16/2016  

    4/24/2008     16         285.71     4/23/2018  

    8/1/2008     108         285.71     7/31/2018  

    3/10/2010     16,541         0.71     3/9/2020  

    12/9/2010     174,599         1.76     12/8/2020  

    12/6/2012     192,233     69,912     4.38     12/5/2022  

    6/24/2014         72,500     10.75     6/23/2024  

Scott M. Coiante

    12/9/2010     23,866         1.76     12/8/2020  

    12/6/2012     19,257     6,970     4.38     12/5/2022  

    3/28/2014         28,700     8.01     3/27/2014  

    6/24/2014         118,000     10.75     6/23/2024  

Elizabeth Garner, M.D., M.P.H. 

    3/6/2014 (3)   7,805     54,635     8.01     3/5/2024  

    3/28/2014         21,770     8.01     3/27/2024  

    6/24/2014         118,000     10.75     6/23/2024  

(1)
Except as otherwise indicated, the option awards listed in the table above vest with respect to 25% of the shares one year following the date of grant and with respect to 1/36 th  of the remaining shares on each monthly anniversary thereafter over the following three years, subject to the executive's continuous service with us through the vesting date. The option award will become fully vested and exercisable in the event of a change in control of the Company.

(2)
All of the option awards listed in the table above were granted with a per share exercise price equal to or above the fair market value of our common stock on the date of grant.

(3)
Upon the initial grant, 50% of the shares subject to the option were scheduled to vest over four years provided Dr. Garner remains in continued service with us through that time and 50% of the shares subject to the option were intended to vest upon attainment of certain specified performance goals. Of the 50% subject to service-based vesting, 7,805 shares vested on December 23, 2014 and the remainder vests in substantially equal monthly installments commencing January 2015 and ending in December 2017. On April 24, 2015, the Compensation Committee amended the option to eliminate the performance goals and provide that 100% of the shares subject to the option are subject to vesting based on Dr. Garner's continuous service with the Company as if service-based vesting applied to 100% of the shares subject to the option as of the date of grant, as more fully described above in "Equity Compensation."

        The options vest with respect to 25% of the total number of option shares on the first anniversary of the grant date and in equal monthly installments over the following 36 months.

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Severance and Change in Control Benefits

Alfred Altomari

        We entered into an employment agreement with Mr. Altomari on October 11, 2010 and it was amended on December 18, 2012. Pursuant to the terms of the agreement, Mr. Altomari is entitled to receive certain benefits in the event his employment is terminated.

    Payments Upon Termination Absent a Change in Control.

        If Mr. Altomari terminates his employment for good reason or if we terminate his employment without reasonable cause (for any reason other than disability), in either case in the absence of a change in control, he is entitled to receive the following severance benefits: (i) base salary continuation for a period of 12 months, and (ii) benefit continuation for a period of 12 months following the date of his termination or until Mr. Altomari obtains other employment, whichever is sooner. In the event of a change in control following his termination, any base salary continuation payments still due to Mr. Altomari shall paid in full upon the change in control.

        In the event Mr. Altomari's employment terminates as a result of his disability, he will be entitled to receive (i) base salary continuation for a period of 6 months following the date of his termination, and (ii) reimbursement of Mr. Altomari's health insurance premiums for a period of 6 months following the date of his termination due to his disability.

    Payments Upon Termination in Connection with a Change in Control.

        If Mr. Altomari terminates his employment for good reason or if we terminate his employment without reasonable cause, in either case upon or within 6 months following a change in control, he is entitled to receive the following severance benefits: (i) a lump-sum cash payment in the amount of 1.5 times his then annual rate of base salary, and (ii) benefit continuation for a period of 12 months following the date of his termination or until Mr. Altomari obtains other employment, whichever is sooner.

        Notwithstanding the foregoing, any payments and benefits that would otherwise be paid to Mr. Altomari (whether or not under his employment agreement) in connection with a change in control of the Company will be reduced to the extent necessary to ensure that he is not subject to any excise tax under Internal Revenue Code Section 4999 in connection with any change in control of the Company or his subsequent termination of employment.

        Under Mr. Altomari's employment agreement, the terms below are generally defined as follows:

            "Change in Control" means (i) a merger or consolidation in which 50% or more of the voting securities of the Company are transferred and the composition of the Board after such transaction constitutes less than 50% of the members of the Board prior to the transaction; (ii) any acquisition, directly or indirectly, of beneficial ownership of 50% or more of the total combined voting power of the Company, other than in a capital-raising transaction; or (iii) the sale, transfer, exclusive worldwide license or other disposition of all or substantially all of the assets of the Company.

            "Good reason" means Mr. Altomari's resignation following notice to the Company of, and failure by the Company to cure, the occurrence of any of the following: (i) an office relocation of more than 50 miles; (ii) failure by the Company to comply with any material term of the employment agreement; or (iii) the demotion to a lesser position or substantial diminution of authority, duties or responsibilities, except for a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of, or operated as a

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    subsidiary of, a larger company, so long as the new duties and responsibilities are commensurate with Mr. Altomari's experience.

            "Reasonable cause" means (i) an act or omission that constitutes dishonesty, disloyalty, fraud, deceit, gross negligence, willful misconduct or recklessness and that is directly or indirectly materially detrimental to the Company's best interest; (ii) intentional failure to perform any lawful duties assigned by the Board after receiving notice and an opportunity to cure; (iii) the commission of any act that constitutes a felony; or (iv) any material breach of certain sections of the employment agreement.

        The payment of any severance compensation described above is subject to Mr. Altomari's execution and non-revocation of a general release of claims against the Company, and his compliance with non-competition and non-solicitation restrictive covenants for a 1-year period following his termination date.

Scott M. Coiante

        On November 23, 2010, the Company and Mr. Coiante executed an offer letter which governs the terms and conditions of Mr. Coiante's employment as Chief Financial Officer of the Company. Mr. Coiante's employment with the Company is at will and may be terminated at any time by the Company or Mr. Coiante.

        Pursuant to the terms of his offer letter, in the event Mr. Coiante is terminated without cause by the Company, he is entitled to receive salary continuation payments for a period of 3 months following the date of his termination, subject to his execution of a release of all claims against the Company. Under Mr. Coiante's offer letter, "cause" is generally defined as the Company's reasonable belief that one or more of the following have occurred: (i) habitual intoxication or abuse of a controlled substance; (ii) conviction of a felony involving moral turpitude: (iii) adjudication as an incompetent; (iv) breach of any material term set forth in the offer letter or the Non-Disclosure Agreement entered into by Mr. Coiante; (v) violation in any material respect of the Company's rules, regulations or policies; (vi) gross insubordination; (vii) engaging in any conduct, action or behavior that has had or may have a material adverse effect on Mr. Coiante's or the Company's reputation; (ix) continued or repeated unexcused absence; or (x) misappropriation of Company funds or property, theft, embezzlement or fraud.

Elizabeth Garner, M.D., M.P.H.

        On December 9, 2013 the Company and Dr. Garner executed an offer letter providing the terms and conditions of Dr. Garner's employment as our new Chief Medical Officer and Senior VP Clinical Development. Dr. Garner's employment with the Company is at will and may be terminated at any time by the Company or Dr. Garner.

        Pursuant to the terms of her offer letter, in the event Dr. Garner is terminated without cause by the Company, she is entitled to receive, at the election of the Company, either salary continuation payments for a period of three months following the date of her termination or a lump sum payment upon her termination equal to three months of her base salary, subject to her execution of a release of all claims against the Company. Under Dr. Garner's offer letter, "cause" is generally defined as the Company's reasonable belief that one or more of the following have occurred: (i) habitual intoxication or abuse of a controlled substance; (ii) conviction of a felony involving moral turpitude: (iii) adjudication as an incompetent; (iv) breach of any material term set forth in the offer letter or the Non-Disclosure Agreement entered into by Dr. Garner; (v) violation in any material respect of the Company's rules, regulations or policies; (vi) gross insubordination; (vii) engaging in any conduct, action or behavior that has had or may have a material adverse effect on Dr. Garner or the Company's

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reputation; (ix) continued or repeated unexcused absence; or (x) misappropriation of Company funds or property, theft, embezzlement or fraud.

        Any payments and benefits that would otherwise be paid to Dr. Garner (whether or not under her offer letter) will be reduced to the extent necessary to ensure that she is not subject to any excise tax under Internal Revenue Code Section 4999.

Employee Benefits and Perquisites

        Our named executive officers are eligible to participate in our health and welfare plans to the same extent as all full-time employees would be eligible generally, including reimbursement of certain medical expenses incurred by such named executive officer and, if applicable, his or her eligible dependents, through a health reimbursement account funded by us.

        We do not generally provide our named executive officers with perquisites or other personal benefits (other than periodic payment of commuting expenses and severance benefits, as described above).

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COMPENSATION COMMITTEE REPORT

         The information contained in the following report of Agile's compensation committee is not considered to be "soliciting material," "filed" or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Agile specifically incorporates it by reference.

        The compensation committee has reviewed and discussed the section captioned "Executive Compensation," included in this proxy statement, with management and, based on such review and discussion, the compensation committee has recommended to our board of directors that this "Executive Compensation" section be included in our annual report on Form 10-K and in this proxy statement.

Submitted by the compensation committee of the board of directors:

Abhijeet Lele (Chair)
Karen Hong, Ph.D.
Andrew Schiff, M.D.
James P. Tursi, M.D.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 15, 2015 for:

        We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

        Applicable percentage ownership is based on 22,172,637 shares of common stock outstanding at April 15, 2015. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options or warrants held by that person or entity that are currently exercisable or that will become exercisable or releasable within 60 days of April 15, 2015. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Agile Therapeutics, Inc., 101 Poor Farm Road, Princeton, New Jersey 08540.

Name of Beneficial Owner(1)
  Number of
Shares
Beneficially
Owned
  Percentage
of Shares
Beneficially
Owned
 

5% or Greater Stockholders

             

ProQuest Investments(2)

    4,668,663     21.1 %

Investor Growth Capital(3)

    3,510,189     15.8 %

Care Capital(4)

    3,010,189     13.6 %

Aisling Capital III L.P.(5)

    2,983,797     13.5 %

RA Capital Management, LLC(6)

    1,458,792     6.6 %

Adage Capital Partners L.P.(7)

    1,200,000     5.4 %

Executive Officers and Directors

   
 
   
 
 

Al Altomari(8)

    494,229     2.2 %

Scott M. Coiante(9)

    58,931     *  

Elizabeth Garner M.D., M.P.H.(10)

    17,411     *  

Katie MacFarlane(11)

    15,006     *  

Karen Hong, Ph.D.(12)

    7,000     *  

John Hubbard, Ph.D., FCP

        *  

Abhijeet Lele(13)

    7,000     *  

William T. McKee(14)

    7,000     *  

Andrew Schiff, M.D.(15)

    7,000     *  

James P. Tursi, M.D. 

        *  

All current executive officers and directors as a group (10 persons)

    613,577     2.7 %

*
Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

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(1)
This table is based upon information supplied by officers, directors and stockholders known by us to be beneficial owners of more than five percent of our common stock as well as Schedules 13G or 13D filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe each of the stockholders named in this table have sole voting power with respect to the common stock indicated as beneficially owned. Applicable percentages are based on 22,172,637 shares outstanding on April 15, 2015.

(2)
Includes (a) 3,103,488 shares of common stock held by ProQuest Investments III, L.P. and (b) 1,565,175 shares of common stock held by ProQuest Investments IV, L.P. Jay Moorin and Alain Schreiber, M.D. are managing members of ProQuest Associates III, LLC and ProQuest Associates IV, LLC, the general partners of ProQuest Investments III, L.P. and ProQuest Investments IV, L.P., respectively and may be deemed to have shared voting, investment and dispositive power with respect to these shares. The address for ProQuest Investments III, L.P. and ProQuest Investments IV, L.P. is 2430 Vanderbilt Beach Road #108-190, Naples FL 34109.

(3)
Includes (a) 1,000,618 shares of common stock held by Investor Growth Capital Limited, (b) 428,837 shares of common stock held by Investor Group, L.P. and (c) 2,080,734 shares of common stock held by IGC Fund VI, L.P. Investor Growth Capital Limited is a Cayman Islands limited company and an indirectly wholly owned subsidiary of Investor AB, a publicly held Swedish company, Investor Group, L.P. is a Guernsey limited partnership of which Investor Growth Capital, LLC, a Delaware limited liability company which is indirectly wholly-owned by Investor AB, serves as the general partner and IGC Fund VI, L.P. is a limited partnership of which Investor Growth Capital, LLC, a Delaware limited liability company which is indirectly wholly-owned by Investor AB, serves as the general partner. The address for Investor Growth Capital is One Rockefeller Plaza, Suite 2416, New York, NY 10020.

(4)
Includes (a) 2,960,743 shares of common stock held by Care Capital Investments III LP and (b) 49,446 shares of common stock held by Care Capital Offshore Investments III LP. Care Capital III LLC is the general partner of Care Capital Investments III LP and Care Capital Offshore Investments III LP (collectively, "Care Capital") and as a result, Care Capital III LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Jerry N. Karabelas, Jan Leschly, Richard Markham and David R. Ramsay are the four managing members at Care Capital III LLC, and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by the reporting persons, each of whom disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address for Care Capital Investments III LP is 47 Hulfish Street, Suite 310, Princeton, NJ 08542.

(5)
Consists of 2,983,797 shares of common stock. Aisling Capital Partners III, L.P. is the general partner of Aisling Capital III, L.P. Investment and voting decisions are made by an investment committee of Aisling Capital III, L.P., which currently consists of six members, including Dr. Schiff. The investment committee shares voting and dispositive power over the shares held directly by Aisling Capital Partners III, L.P. Dr. Schiff disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. The address for Aisling Capital Partners III, L.P. is 888 7 th  Avenue, 30 th  floor, New York, NY 10106.

(6)
Includes (a) 1,181,571 shares of common stock held by RA Capital Healthcare Fund, L.P. (the "Fund"), for which RA Capital Management LLC ("Capital") serves as the sole general partner, and (b) 277,221 shares of common stock held in a separately managed

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    account for which Capital acts as investment adviser. Peter Kolchinsky serves as the manager of Capital. The Fund is a Delaware limited partnership, and Capital is a Massachusetts limited liability company. The Fund, Capital and Mr. Kolchinsky may be deemed to have shared voting, investment and dispositive power with respect to these shares. The address for the Fund, Capital and Mr. Kolchinsky is c/o RA Capital Management LLC, 20 Park Plaza, Suite 1200, Boston, MA 02116. The Fund, Capital and Mr. Kolchinsky each disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein.

(7)
Consists of 1,200,000 shares of common stock. Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), is the general partner of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"). Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP. Robert Atchinson and Phillip Gross are managing members of ACA. Messrs. Atchinson and Gross as managing members of ACA, the managing member of ACPGP, the general partner of ACP, may be deemed to have shared voting, investment and dispositive power with respect to these shares and to beneficially own the shares. The address for ACP, ACPGP, ACA, and Messrs. Atchinson and Gross is 200 Clarendon Street, 52 nd  floor, Boston, MA 02116.

(8)
Includes (a) 75,754 shares of common stock owned by Mr. Altomari and (b) 418,475 shares of common stock that Mr. Altomari has the right to acquire from us within 60 days of April 15, 2015.

(9)
Includes (a) 3,939 shares of common stock owned by Mr. Coiante and (b) 54,992 shares of common stock that Mr. Coiante has the right to acquire from us within 60 days of April 15, 2015.

(10)
Represents 17,411 shares of common stock that Dr. Garner has the right to acquire from us within 60 days of April 15, 2015.

(11)
Represents 15,006 shares of common stock that Ms. MacFarlane has the right to acquire from us within 60 days of April 15, 2015.

(12)
Represents 7,000 shares of common stock that Dr. Hong has the right to acquire from us within 60 days of April 15, 2015.

(13)
Represents 7,000 shares of common stock that Mr. Lele has the right to acquire from us within 60 days of April 15, 2015.

(14)
Represents 7,000 shares of common stock that Mr. McKee has the right to acquire from us within 60 days of April 15, 2015.

(15)
Represents 7,000 shares of common stock that Dr. Schiff has the right to acquire from us within 60 days of April 15, 2015.

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EQUITY COMPENSATION PLAN INFORMATION

        The following table provides information as of December 31, 2014 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

Plan Category
  Number of
Securities to
be Issued
Upon Exercise
of Outstanding
Options, RSUs,
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 stockholders

    1,817,548   $ 5.56     395,598  

Equity compensation plans not approved by stockholders

             

Total

    1,817,548           395,598  

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        In addition to the cash and equity compensation arrangements of our directors and named executive officers discussed above under "Management—Director Compensation" and "Executive Compensation," the following is a description of transactions since January 1, 2014, to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with or immediate family members of any of the foregoing, had or will have a direct or indirect material interest.

Consulting Agreement with SmartPharma LLC

        On March 12, 2014, our board of directors appointed Katie MacFarlane as our Chief Commercial Officer, effective as of March 17, 2014. Ms. MacFarlane is also one of the Managing Partners of SmartPharma LLC, or SmartPharma. We entered into a consulting agreement with SmartPharma on October 16, 2009, which was subsequently amended on January 1, 2010 in order to engage SmartPharma to provide commercial and business development services. SmartPharma has invoiced us fees of $26,100 in 2015 (through of April 15, 2015), and $126,500 in 2014. In connection with her role as Chief Commercial Officer of the Company, Ms. MacFarlane received stock options to purchase 21,000 shares of our common stock in February 2015 and 14,000 shares of our common stock in March 2014.

        In connection with Ms. MacFarlane's appointment as our Chief Commercial Officer in March 2014, on March 1, 2014 we entered into a subsequent amendment to the consulting agreement between us and SmartPharma to remove Ms. MacFarlane from the list of persons providing service under the consulting agreement.

Convertible Subordinated Note Financing

        On April 28, 2014, we entered into a Convertible Subordinated Note Purchase Agreement, or the Bridge Note Purchase Agreement, pursuant to which we issued and sold to certain of our existing preferred stockholders, all of whom qualify as accredited institutional investors, an aggregate principal amount of $3.0 million of convertible subordinated promissory notes (the "2014 Notes"). The 2014 Notes had an interest rate of 8%, accruing daily and compounding annually. The 2014 Notes automatically converted into the Company's unregistered common stock in connection with our initial public offering.

        The participants in this convertible subordinated note financing were all existing stockholders and included the following holders of more than 5% of our capital stock or entities affiliated with them. The participants in the convertible subordinated note financing included certain beneficial owners of more than 5% of our capital stock and entities affiliated with certain of our directors, as set forth in the table below:

Participants
  Principal
Amount
  Shares of
Common Stock
 

ProQuest Investments and its affiliates(1)

  $ 942,541     158,174  

Care Capital Investments and its affiliates(2)

  $ 807,026     135,432  

IGC Fund VI, L.P. 

  $ 807,027     135,432  

Aisling Capital III

  $ 269,603     45,244  

(1)
These 2014 Notes were purchased by ProQuest Investments III, L.P. and ProQuest Investments IV, L.P.

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(2)
These 2014 Notes were purchased by Care Capital Investments III LP and Care Capital Offshore Investments III LP.

Participation in Initial Public Offering

        Some of our existing investors and their affiliated entities purchased an aggregate of 3,754,166 shares of our common stock in our initial public offering at the initial public offering price. The participants in our initial public offering included the following holders of more than 5% of our capital stock or entities affiliated with them. The following table presents the number of shares issued to these related parties at the initial public offering price of $6.00 per share:

Participants(1)
  Shares of
Common Stock
 

ProQuest Investments and its affiliates

    1,120,833  

Care Capital Investments and its affiliates

    500,000  

IGC Fund VI, L.P. 

    1,000,000  

Aisling Capital III

    1,133,333  

(1)
Additional details regarding these stockholders and their equity holdings is provided in "Security Ownership of Certain Beneficial Owners and Management"

Participation in Private Placement

        On January 19, 2015, we entered into a stock purchase agreement pursuant to which we issued and sold an aggregate of 3,418,804 shares of our unregistered common stock at a price of $5.85 per share to several accredited institutional investors. The following table presents the number of shares issued to certain of the investors who are affiliated with members of the Company's board of directors, and related parties:

Participants(1)
  Shares of
Common Stock
 

ProQuest Investments and its affiliates

    811,966  

Aisling Capital III

    811,966  

(1)
Additional details regarding these stockholders and their equity holdings is provided in "Security Ownership of Certain Beneficial Owners and Management."

Registration Rights Agreement

        We are party to a registration rights agreement that provides certain holders of our common stock, including certain holders of 5% of our capital stock and entities affiliated with certain of our directors, with certain registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. Karen Hong, Ph.D., one of our directors, is a partner of ProQuest Investments, Abhijeet Lele, one of our directors, is Managing Director and Head of Healthcare Investing at Investor Growth Capital, or IGC. An affiliate of IGC Fund VI, L.P., and Andrew Schiff, M.D., one of our directors, is a managing partner of Aisling Capital.

Employment Agreements

        We have entered into an agreement and offer letters with certain of our executive officers. For more information regarding these agreements, see the section of this prospectus entitled "Executive Compensation."

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Equity Awards and Payments to Executive Officers and Directors

        We have granted stock options to our executive officers and certain of our directors and paid fees to certain of our directors as more fully described in the section entitled "Management—Director Compensation" and "Executive Compensation."

Review and Approval of Related Party Transactions

        Our Audit Committee Charter requires that our Audit Committee review and approve or ratify transactions involving us and any executive officer, director, director nominee, 5% stockholder and certain of their immediate family members, also referred to herein as a related person. The policy and procedures cover any transaction involving a related person, also referred to herein as a related person transaction, in which the related person has a material interest and which does not fall under an explicitly stated exception set forth in the applicable disclosure rules of the SEC.

        A related person transaction will be considered approved or ratified if it is authorized by the Audit Committee after full disclosure of the related person's interest in the transaction. In considering related person transactions, the Audit Committee will consider any information considered material to investors and the following factors:

    the related person's interest in the transaction;

    the approximate dollar value of the transaction;

    whether the transaction was undertaken in the ordinary course of our business;

    whether the terms of the transaction are no less favorable to us than terms that we could have reached with an unrelated third party; and

    the purpose and potential benefit to us of the transaction.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our executive officers and directors and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

        SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons, we believe that during fiscal 2014, all Section 16(a) filing requirements were satisfied in a timely manner.

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AUDIT COMMITTEE REPORT

         The information contained in the following report of Agile's audit committee is not considered to be "soliciting material," "filed" or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Agile specifically incorporates it by reference.

Role of the Audit Committee

        The audit committee operates under a written charter adopted by our board of directors. The audit committee of our board of directors oversees our accounting practices, system of internal controls, audit processes and financial reporting processes. Among other things, our audit committee is responsible for reviewing our disclosure controls and processes, and the adequacy and effectiveness of our internal controls. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our audit committee has sole and direct responsibility for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Significant related party transactions will be approved by our audit committee before we enter into them, as required by applicable rules and listing standards. A more detailed description of the functions and responsibilities of the audit committee can be found in Agile's audit committee charter, published on the corporate governance section of Agile's website at http://ir.agiletherapeutics.com/.

        The audit committee oversees our financial reporting process on behalf of the board of directors. Management is responsible for our internal controls, financial reporting process, selection of accounting principles, determination of estimates and compliance with laws, regulations and ethical business conduct. Our independent registered public accounting firm is responsible for expressing an opinion as to the conformity of our consolidated financial statements with generally accepted accounting principles.

Review of Audited Financial Statements for the Year Ended December 31, 2014

        The audit committee has reviewed and discussed with Agile's management and Ernst & Young LLP the audited consolidated financial statements of Agile Therapeutics, Inc. for the year ended December 31, 2014. The audit committee has also discussed with Ernst & Young LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board regarding communications between our independent registered public accounting firm and audit committee.

        The audit committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the audit committee concerning independence, and has discussed with Ernst & Young LLP its independence from us.

        Based on the review and discussions referred to above, the audit committee recommended to the board of directors that the audited financial statements be included in Agile's annual report on Form 10-K for the year ended December 31, 2014 for filing with the Securities and Exchange Commission.

Submitted by the audit committee of the board of directors:

William T. McKee (Chair)
Abhijeet Lele
Andrew Schiff, M.D.

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OTHER MATTERS

        We know of no other matters to be submitted at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the proxy card to vote the shares they represent as Agile may recommend.

        It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote at your earliest convenience on the Internet or by telephone as instructed, or by executing and returning a proxy card in the envelope provided.

  THE BOARD OF DIRECTORS

 

Princeton, NJ
April 29, 2015

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Date Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. C/O BROADRIDGE P.O BOX 1342 BRENTWOOD, NY 11717 M92236-P66120 To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. AGILE THERAPEUTICS INC For All Except Withhold All For All The Board of Directors recommends you vote FOR the following: ! ! ! 1. Election of Directors Nominees: 01) Al Altomari 02) John Hubbard, Ph.D., FCP 03) James P. Tursi, M.D. For Against Abstain The Board of Directors recommends you vote FOR the following proposal: ! ! ! 2. Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. ! For address changes, please check this box and write them on the back where indicated. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

 


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. M92237-P66120 AGILE THERAPEUTICS, INC. Annual Meeting of Stockholders June 10, 2015 10:00 AM This proxy is solicited by the Board of Directors The undersigned hereby appoints Al Altomari and Scott Coiante, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of AGILE THERAPEUTICS, INC. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, EDT on June 10, 2015, at the Holiday Inn, 100 Independence Way, Princeton, New Jersey 08540, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Director’s recommendations. Address Changes: _______________________________________________________________________________ ________________________________________________________________________________________________________ (If you noted any Address Changes above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side