Amendments. The Board may amend, alter, suspend, discontinue or terminate the Plan, including, without limitation, the number of shares subject to Awards granted pursuant to Sections 6, 7 and 10, without the consent of any stockholder, Participant, other holder or beneficiary of any Award, or other person; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without # stockholder approval if such approval is necessary to comply with the listing requirements of The NASDAQ Stock Market or # the consent of the affected Participants, if such action would adversely affect the rights of such Participants under any outstanding Award; and provided further, that no such amendment or alteration shall increase the aggregate number of shares that may be issued under the Plan or increase the total value of Awards that may be granted in any given Year, in each case except as provided in Section 5(d). In addition, any such amendment shall be in compliance with Section 409A of the Code. The Administrator may modify any outstanding Awards to comply with Section 409A without consent from Participants. Notwithstanding any other provision of the Plan or any Award Agreement, no amendment, alteration, suspension, discontinuation or termination of the Plan or any Award Agreement shall be made that would # permit Options or SARs to be granted with a per Share exercise price of less than the Fair Market Value of a Share on the date of grant thereof or # except as provided in [Section 5(d), (w)] reduce the exercise price of any Option or SAR established at the time of grant thereof, # be treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), # cancel an Option or SAR in exchange for another Option, SAR, restricted stock unit or any other Award, or # terminate an Option or SAR in exchange for a cash amount equal to or greater than the excess, if any, of the Fair Market Value of the underlying Shares on the date of cancellation over the exercise price times the number of Shares outstanding under the Award. A cancellation and exchange described in [clause (y)] of the immediately preceding sentence is prohibited regardless of whether the option, SAR, restricted stock unit or other equity is delivered simultaneously with the cancellation and regardless of whether the cancellation and exchange are treated as a repricing under GAAP or are voluntary on the part of the Participant.
Amendments. The Board may amend, alter, suspend, discontinue or terminate the Plan, including, without limitation, the number of shares subject to Awards granted pursuant to Sections 6, 7 and 10, without the consent of any stockholder, Participant, other holder or beneficiary of any Award, or other person; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without # stockholder approval if such approval is necessary to comply with the listing requirements of The NASDAQ Stock Market or # the consent of the affected Participants, if such action would adversely affect the rights of such Participants under any outstanding Award; and provided further, that no such amendment or alteration shall increase the aggregate number of shares that may be issued under the Plan or increase the total value of Awards that may be granted in any given Year, in each case except as provided in Section 5(d). In addition, any such amendment shall be in compliance with Section 409A of the Code. The Administrator may modify any outstanding Awards to comply with Section 409A without consent from Participants. Notwithstanding any other provision of the Plan or any Award Agreement, no amendment, alteration, suspension, discontinuation or termination of the Plan or any Award Agreement shall be made that would # permit Options or SARs to be granted with a per Share exercise price of less than the Fair Market Value of a Share on the date of grant thereof or # except as provided in [Section 5(d), (w)] reduce the exercise price of any Option or SAR established at the time of grant thereof, # be treated as a repricing under U.S. generally accepted accounting principles (“GAAP”("GAAP"), # cancel an Option or SAR in exchange for another Option, SAR, restricted stock unit or any other Award, or # terminate an Option or SAR in exchange for a cash amount equal to or greater than the excess, if any, of the Fair Market Value of the underlying Shares on the date of cancellation over the exercise price times the number of Shares outstanding under the Award. A cancellation and exchange described in [clause (y)] of the immediately preceding sentence is prohibited regardless of whether the option, SAR, restricted stock unit or other equity is delivered simultaneously with the cancellation and regardless of whether the cancellation and exchange are treated as a repricing under GAAP or are voluntary on the part of the Participant.
Amendments. The Board may amend, alter, suspend, discontinue or terminateamend the Plan, including, without limitation, the number of shares subject to Awards granted pursuant to Sections 6, 7 and 10, without the consentterms of any stockholder, Participant, other holder or beneficiaryoutstanding Award, including the discretionary authority to extend the post‑termination exercise period of Awards and accelerate the satisfaction of any Award,vesting criteria or other person; provided, however,waiver of forfeiture or repurchase restrictions, provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without # stockholder approval if such approval is necessary to comply with the listing requirements of The NASDAQ Stock Market or # the consent of the affected Participants, if such actionany amendment that would adversely affect the Participant’s rights under an outstanding Award shall not be made without the Participant’s written consent; provided, however, that except as otherwise provided in [Section 16], the Administrator shall not, without prior approval of the Company’s stockholders # amend the exercise price of outstanding Options or SARs, # cancel and re-grant Options or SARs at a lower exercise price, or # substitute underwater Options for other securities (including buyouts through issuance of such cash or other means). Notwithstanding the foregoing, an amendment shall not be treated as adversely affecting the rights of such Participants under any outstanding Award; and provided further, that no suchthe Participant if the amendment causes an Incentive Stock Option to become a Non-statutory Stock Option or alteration shall increaseif the aggregate numberamendment is made to the minimum extent necessary to avoid the adverse tax consequences of shares that may be issued under the Plan or increase the total value of Awards that may be granted in any given Year, in each case except as provided in Section 5(d). In addition, any such amendment shall be in compliance with Section 409A of the Code. The Administrator may modify any outstanding Awards to comply with Section 409A without consent from Participants. Notwithstanding any other provision of the Plan or any Award Agreement, no amendment, alteration, suspension, discontinuation or termination of the Plan or any Award Agreement shall be made that would # permit Options or SARs to be granted with a per Share exercise price of less than the Fair Market Value of a Share on the date of grant thereof or # except as provided in [Section 5(d), (w)] reduce the exercise price of any Option or SAR established at the time of grant thereof, # be treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), # cancel an Option or SAR in exchange for another Option, SAR, restricted stock unit or any other Award, or # terminate an Option or SAR in exchange for a cash amount equal to or greater than the excess, if any, of the Fair Market Value of the underlying Shares on the date of cancellation over the exercise price times the number of Shares outstanding under the Award. A cancellation and exchange described in [clause (y)] of the immediately preceding sentence is prohibited regardless of whether the option, SAR, restricted stock unit or other equity is delivered simultaneously with the cancellation and regardless of whether the cancellation and exchange are treated as a repricing under GAAP or are voluntary on the part of the Participant.Code;
Amendments.8.1Amendment, Suspension, or Termination. The BoardBoard, in its sole discretion, may amend, alter, suspend, discontinueamend or terminate the Plan, including, without limitation, the number of shares subject to Awards granted pursuant to Sections 6, 7or any part thereof, at any time and 10, without the consent offor any stockholder, Participant, other holder or beneficiary of any Award, or other person;reason; provided, however, that no such amendment, alteration, suspension, discontinuationif and to the extent required by law or termination shall be made without # stockholder approval if such approval is necessary to complymaintain the Plan’s compliance with the listing requirementsCode, the rules of The NASDAQ Stock Marketany national securities exchange (if applicable), or # the consent of the affected Participants, if such action would adversely affect the rights of such Participants under any outstanding Award; and provided further, that no such amendment or alteration shall increase the aggregate number of shares that may be issued under the Plan or increase the total value of Awards that may be granted in any given Year, in each case except as provided in Section 5(d). In addition,other applicable law, any such amendment shall be subject to stockholder approval; and further provided, that no amendment shall permit the repricing, replacing or regranting of an Option either in complianceconnection with Section 409Athe cancellation of such Option or by amending an Award Agreement to lower the Code.exercise price of such Option. The Administrator may modify any outstanding Awards to comply with Section 409A without consent from Participants. Notwithstanding any other provision of the Plan or any Award Agreement, no amendment, alteration, suspension, discontinuationsuspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award Agreement shall be made that would # permit Options or SARstheretofore granted to such Participant. No Award may be granted with a per Share exercise priceduring any period of less than the Fair Market Value of a Share on the date of grant thereofsuspension or # except as provided in [Section 5(d), (w)] reduce the exercise price of any Option or SAR established at the time of grant thereof, # be treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), # cancel an Option or SAR in exchange for another Option, SAR, restricted stock unit or any other Award, or # terminate an Option or SAR in exchange for a cash amount equal to or greater than the excess, if any,after termination of the Fair Market Value of the underlying Shares on the date of cancellation over the exercise price times the number of Shares outstanding under the Award. A cancellation and exchange described in [clause (y)] of the immediately preceding sentence is prohibited regardless of whether the option, SAR, restricted stock unit or other equity is delivered simultaneously with the cancellation and regardless of whether the cancellation and exchange are treated as a repricing under GAAP or are voluntary on the part of the Participant.Plan.
Amendments.Section # Amendment. The Board may amend, alter, suspend, discontinuespecifically reserves the right to alter and amend the Plan at any time and from time to time and the right to revoke or terminate the Plan or to suspend the granting of Awards pursuant to the Plan; provided that no such alteration, amendment, revocation, termination, or suspension will terminate any outstanding Award theretofore granted under the Plan, including,unless there is a liquidation or a dissolution of the Corporation; and provided further that no such alteration or amendment of the Plan will, without limitation,prior stockholder approval # increase the total number of shares subject to Awards granted pursuant to Sections 6, 7 and 10, without the consent of any stockholder, Participant, other holder or beneficiary of any Award, or other person; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without # stockholder approval if such approval is necessary to comply with the listing requirements of The NASDAQ Stock Market or # the consent of the affected Participants, if such action would adversely affect the rights of such Participants under any outstanding Award; and provided further, that no such amendment or alteration shall increase the aggregate number of shares that may be issued or delivered under the Plan; # make any changes in the class of Eligible Individuals; # extend the period set forth in the Plan or increase the total value ofduring which Awards that may be granted ingranted; or # make any given Year, in each case except as provided in Section 5(d). In addition,changes that require stockholder approval under the rules and regulations of any such amendment shall be in compliance with Section 409A ofsecurities exchange or market on which the Code. The Administrator may modify any outstanding Awards to comply with Section 409A without consent from Participants. Notwithstanding any other provision of the Plan or any Award Agreement, noStock is traded. No alteration, amendment, alteration, suspension, discontinuationrevocation or termination of the Plan or suspension of any Award Agreement shall be madewill materially adversely affect, without the written consent of the holder of an Award theretofore granted under the Plan, the rights of such holder with respect to such Award. The Committee may not amend any Award to extend the exercise period beyond a date that would # permit Options or SARs to be granted with a per Share exercise price of lessis later than the Fair Market Valueearlier of a Share on the latest date upon which the Award could have expired by its original terms under any circumstances or the 10th anniversary of the original date of grant thereof or # except as provided in [Section 5(d), (w)] reduceof the exercise price of any Option or SAR established at the time of grant thereof, # be treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), # cancel an Option or SAR in exchange for another Option, SAR, restricted stock unit or any other Award, or # terminate an Option or SAR in exchange for a cash amount equalotherwise cause the Award to or greater than the excess, if any, of the Fair Market Value of the underlying Shares on the date of cancellation over the exercise price times the number of Shares outstanding under the Award. A cancellation and exchange described in [clause (y)] of the immediately preceding sentence is prohibited regardless of whether the option, SAR, restricted stock unit or other equity is delivered simultaneously with the cancellation and regardless of whether the cancellation and exchange are treated as a repricing under GAAP or are voluntary on the part of the Participant.become subject to Section 409A.
Amendments.8.1Amendment, Suspension, or Termination. The BoardBoard, in its sole discretion, may amend, alter, suspend, discontinueamend or terminate the Plan, including, without limitation, the number of shares subject to Awards granted pursuant to Sections 6, 7or any part thereof, at any time and 10, without the consent offor any stockholder, Participant, other holder or beneficiary of any Award, or other person;reason; provided, however, that no such amendment, alteration, suspension, discontinuationif and to the extent required by law or termination shall be made without # stockholder approval if such approval is necessary to complymaintain the Plan’s compliance with the listing requirementsCode, the rules of The NASDAQ Stock Marketany national securities exchange (if applicable), or # the consent of the affected Participants, if such action would adversely affect the rights of such Participants under any outstanding Award; and provided further, that no such amendment or alteration shall increase the aggregate number of shares that may be issued under the Plan or increase the total value of Awards that may be granted in any given Year, in each case except as provided in Section 5(d). In addition,other applicable law, any such amendment shall be subject to stockholder approval; and further provided, that no amendment shall permit the repricing, replacing or regranting of an Option either in complianceconnection with Section 409Athe cancellation of such Option or by amending an Award Agreement to lower the Code.exercise price of such Option. The Administrator may modify any outstanding Awards to comply with Section 409A without consent from Participants. Notwithstanding any other provision of the Plan or any Award Agreement, no amendment, alteration, suspension, discontinuationsuspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award Agreement shall be made that would # permit Options or SARstheretofore granted to such Participant. No Award may be granted with a per Share exercise priceduring any period of less than the Fair Market Value of a Share on the date of grant thereofsuspension or # except as provided in [Section 5(d), (w)] reduce the exercise price of any Option or SAR established at the time of grant thereof, # be treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), # cancel an Option or SAR in exchange for another Option, SAR, restricted stock unit or any other Award, or # terminate an Option or SAR in exchange for a cash amount equal to or greater than the excess, if any,after termination of the Fair Market Value of the underlying Shares on the date of cancellation over the exercise price times the number of Shares outstanding under the Award. A cancellation and exchange described in [clause (y)] of the immediately preceding sentence is prohibited regardless of whether the option, SAR, restricted stock unit or other equity is delivered simultaneously with the cancellation and regardless of whether the cancellation and exchange are treated as a repricing under GAAP or are voluntary on the part of the Participant.Plan.
Amendments. TheExcept to the extent prohibited by applicable law or otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan, including, without limitation,Plan or any portion thereof at any time as the number of shares subject to Awards granted pursuant to Sections 6, 7 and 10, without the consent of any stockholder, Participant, other holder or beneficiary of any Award, or other person;Board shall deem advisable; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without # stockholder approvalshareholder approval, if such approval is necessaryrequired by applicable law, or any other requirement or restriction imposed by applicable law, or the rules or regulations of the stock market or exchange, if any, on which the Shares are principally quoted or traded or # subject to comply with the listing requirements of The NASDAQ Stock Market or #[Section 5(d)] and [Section 12], the consent of the affected Participants,Participant, if such action would materially adversely affect the rights of such ParticipantsParticipant under any outstanding Award;Award, except # to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and provided further, that noregulations or accounting or tax rules and regulations or # to impose any “clawback” recovery or recoupment provisions on any Awards (including any amounts or benefits arising from such amendment or alteration shall increaseAwards) in accordance with [Section 14(h)]. Notwithstanding anything to the aggregate number of shares thatcontrary in the Plan, the Committee may amend the Plan in such manner as may be issued undernecessary to enable the Plan or increase the total value of Awards that may be grantedto achieve its stated purposes in any given Year,jurisdiction in each case except as provided in Section 5(d). In addition, any such amendment shall bea tax efficient manner and in compliance with Section 409A of the Code. The Administrator may modify any outstanding Awards to comply with Section 409A without consent from Participants. Notwithstanding any other provision of the Plan or any Award Agreement, no amendment, alteration, suspension, discontinuation or termination of the Plan or any Award Agreement shall be made that would # permit Options or SARs to be granted with a per Share exercise price of less than the Fair Market Value of a Share on the date of grant thereof or # except as provided in [Section 5(d), (w)] reduce the exercise price of any Option or SAR established at the time of grant thereof, # be treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), # cancel an Option or SAR in exchange for another Option, SAR, restricted stock unit or any other Award, or # terminate an Option or SAR in exchange for a cash amount equal to or greater than the excess, if any, of the Fair Market Value of the underlying Shares on the date of cancellation over the exercise price times the number of Shares outstanding under the Award. A cancellationlocal rules and exchange described in [clause (y)] of the immediately preceding sentence is prohibited regardless of whether the option, SAR, restricted stock unit or other equity is delivered simultaneously with the cancellation and regardless of whether the cancellation and exchange are treated as a repricing under GAAP or are voluntary on the part of the Participant.regulations.
Amendments. The Board may supplement, amend, alter, suspend,or discontinue or terminate the Plan, including, without limitation, the number of shares subjectPlan in its sole discretion at any time and from time to Awards granted pursuant to Sections 6, 7 and 10, without the consent of any stockholder, Participant, other holder or beneficiary of any Award, or other person; provided, however, thattime, but no suchsupplement, amendment, alteration, suspension,or discontinuation or termination shall be made which would impair the rights of a Participant under an Award theretofore granted without the Participants consent, except that any supplement, amendment, alteration, or discontinuation may be made to # stockholder approval if such approval is necessaryavoid a material charge or expense to the Company or an Affiliate, # cause this Plan to comply with the listing requirements of The NASDAQ Stock Marketapplicable law, or # permit the consentCompany or an Affiliate to claim a tax deduction under applicable law. In addition, subject to the provisions of this Section, the Board of Directors, in its sole discretion at any time and from time to time, may supplement, amend, alter, or discontinue this Plan without the approval of the affected Participants, if such action would adversely affect the rights of such Participants underCompanys shareholders so long as any outstanding Award; and provided further, that no such amendment or alteration shalldoes not # expand the types of awards eligible for grants or materially increase the aggregate number of shares that may be issuedbenefits accruing to Participants under the Plan orPlan; # materially increase the total value of Awards that may be granted in any given Year, in each case except as provided in Section 5(d). In addition, any such amendment shall be in compliance with Section 409A of the Code. The Administrator may modify any outstanding Awards to comply with Section 409A without consent from Participants. Notwithstanding any other provision of the Plan or any Award Agreement, no amendment, alteration, suspension, discontinuation or termination of the Plan or any Award Agreement shall be made that would # permit Options or SARs to be granted with a per Share exercise price of less than the Fair Market Value of a Share on the date of grant thereof or # except as provided in [Section 5(d), (w)] reduce the exercise price of any Option or SAR established at the time of grant thereof, # be treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), # cancel an Option or SAR in exchange for another Option, SAR, restricted stock unit or any other Award, or # terminate an Option or SAR in exchange for a cash amount equal to or greater than the excess, if any, of the Fair Market Value of the underlying Shares on the date of cancellation over the exercise price times the number of Shares outstandingsubject to the Plan (other than pursuant to Section 4.04); # materially increase the maximum number of Options, SARs, Shares of Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, or Shares that the Committee may award to an individual Participant under the Award. A cancellationPlan (other than pursuant to Section 4.04); # materially expand the classes of persons eligible or modify the requirements for participation in the Plan; # delete or materially limit Sections 6.08 and exchange described in [clause (y)]7.09 of the immediately preceding sentence is prohibited regardlessPlan (prohibiting the repricing of whetherOptions or SARs); or # otherwise require approval by the option, SAR, restricted stock unitshareholders of the Company in order to comply with applicable law, the terms of a written agreement or other equity is delivered simultaneously with the cancellation and regardlessrules of whether the cancellation andprincipal national securities exchange upon which the Shares are treated as a repricing under GAAPtraded or are voluntaryquoted. The Committee may supplement, amend, alter, or discontinue the terms of any Award theretofore granted, prospectively or retroactively, on the partsame conditions and limitations (and exceptions to limitations) as apply to the Board under the foregoing provisions of this Section, subject to any approval or limitations the Participant.Board may impose.
Amendments. TheExcept to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinuediscontinue, or terminate the Plan, including, without limitation, the number of shares subject to Awards granted pursuant to Sections 6, 7 and 10, without the consent ofPlan or any stockholder, Participant, other holder or beneficiary ofportion thereof at any Award, or other person;time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without # stockholdershareholder approval # if the effect thereof is to increase the number of Shares available for issuance under the Plan or to expand the class of persons eligible to participate in the Plan or # if such approval is necessary to comply with any tax or regulatory requirement for which or with which the listing requirements of The NASDAQ Stock MarketBoard deems it necessary or desirable to qualify or comply or # the consent of the affected Participants,Participant, if such action would adversely affect the rights of such ParticipantsParticipant under any outstanding Award; and provided further, that noAward. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such amendment or alteration shall increase the aggregate number of shares thatmanner as may be issued undernecessary to enable the Plan or increase the total value of Awards that may be grantedto achieve its stated purposes in any given Year,jurisdiction outside the United States in each case except as provideda tax-efficient manner and in Section 5(d).compliance with local rules and regulations. In addition, any suchall events, no termination or amendment shall be made in compliancea manner that is inconsistent with the requirements under Code Section 409A of the Code. The Administrator may modify any outstanding Awards to comply with Section 409A without consent from Participants. Notwithstanding any other provision of the Plan or any Award Agreement, no amendment, alteration, suspension, discontinuation or termination of the Plan or any Award Agreement shall be made that would # permit Options or SARs to be granted with a per Share exercise price of less than the Fair Market Value of a Share on the date of grant thereof or # except as provided in [Section 5(d), (w)] reduce the exercise price of any Option or SAR established at the time of grant thereof, # be treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), # cancel an Option or SAR in exchangeallow for another Option, SAR, restricted stock unit or any other Award, or # terminate an Option or SAR in exchange for a cash amount equal to or greater than the excess, if any, of the Fair Market Value of the underlying Shares on the date of cancellation over the exercise price times the number of Shares outstanding under the Award. A cancellation and exchange described in [clause (y)] of the immediately preceding sentence is prohibited regardless of whether the option, SAR, restricted stock unit or other equity is delivered simultaneously with the cancellation and regardless of whether the cancellation and exchange are treated as a repricing under GAAP or are voluntary on the part of the Participant.tax deferral.
Amendments. TheExcept to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinuediscontinue, or terminate the Plan, including, without limitation, the number of shares subject to Awards granted pursuant to Sections 6, 7 and 10, without the consent ofPlan or any stockholder, Participant, other holder or beneficiary ofportion thereof at any Award, or other person;time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without # stockholdershareholder approval # if the effect thereof is to increase the number of Shares available for issuance under the Plan or to expand the class of persons eligible to participate in the Plan or # if such approval is necessary to comply with any tax or regulatory requirement for which or with which the listing requirements of The NASDAQ Stock MarketBoard deems it necessary or desirable to qualify or comply or # the consent of the affected Participants,Participant, if such action would adversely affect the rights of such ParticipantsParticipant under any outstanding Award; and provided further, that noAward. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such amendment or alteration shall increase the aggregate number of shares thatmanner as may be issued undernecessary to enable the Plan or increase the total value of Awards that may be grantedto achieve its stated purposes in any given Year,jurisdiction outside the United States in each case except as provideda tax-efficient manner and in Section 5(d).compliance with local rules and regulations. In addition, any suchall events, no termination or amendment shall be made in compliancea manner that is inconsistent with the requirements under Code Section 409A of the Code. The Administrator may modify any outstanding Awards to comply with Section 409A without consent from Participants. Notwithstanding any other provision of the Plan or any Award Agreement, no amendment, alteration, suspension, discontinuation or termination of the Plan or any Award Agreement shall be made that would # permit Options or SARs to be granted with a per Share exercise price of less than the Fair Market Value of a Share on the date of grant thereof or # except as provided in [Section 5(d), (w)] reduce the exercise price of any Option or SAR established at the time of grant thereof, # be treated as a repricing under U.S. generally accepted accounting principles (“GAAP”), # cancel an Option or SAR in exchangeallow for another Option, SAR, restricted stock unit or any other Award, or # terminate an Option or SAR in exchange for a cash amount equal to or greater than the excess, if any, of the Fair Market Value of the underlying Shares on the date of cancellation over the exercise price times the number of Shares outstanding under the Award. A cancellation and exchange described in [clause (y)] of the immediately preceding sentence is prohibited regardless of whether the option, SAR, restricted stock unit or other equity is delivered simultaneously with the cancellation and regardless of whether the cancellation and exchange are treated as a repricing under GAAP or are voluntary on the part of the Participant.tax deferral.
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