Cancellation and Re-Grant of Stock Awards. Notwithstanding any contrary provision of the Plan, neither the Committee nor its designees shall have the authority to: # amend the terms of outstanding Options or SARs to reduce the Exercise Price thereof, or # cancel outstanding Options or SARs with an Exercise Price above the current Fair Market Value per Share in exchange for another Option or SAR with a lower exercise price or for another Award or for cash, unless the stockholders of the Company have previously approved such an action or such action relates to an adjustment pursuant to [Section 11].
Cancellation and Re-Grant of Stock Awards.No Repricing or Cash Buyouts Without Stockholder Approval. Notwithstanding any contrary provision of the Plan, neither the CommitteeBoard nor its designeesany Committee, nor their designees, shall have the authority to:to # amend the terms of outstanding Options or SARs to reduce the Exercise Price thereof, or # cancel outstanding Options or SARs with an Exercise Price above the current Fair Market Value per Share in exchange for cash, another OptionOption, SAR or SAR with a lower exercise price or for another Award or for cash,other Award, unless the stockholders of the Company have previously approved such an action or such action relates to an adjustment pursuant to [Section 11]12].
CancellationOption and Re-Grant of Stock Awards.SAR Repricing. Notwithstanding any contrary provision of the Plan,Plan to the contrary, neither the Committee nor its designeesthe Board shall have the authority to: #right or authority, without obtaining shareholder approval, to amend or modify the termsOption Price of any outstanding OptionsOption or SARsthe exercise price of any outstanding SAR, or to reducecancel an outstanding Option or SAR, at a time when the ExerciseOption Price thereof, or # cancel outstanding Options or SARs with an Exercise Price aboveexercise price, as applicable, is greater than the current Fair Market Value perof a Share in exchange for cash, another OptionAward, or SARother securities, except in connection with a lower exercise price or for another Award or for cash, unless the stockholders ofcorporate transaction involving the Company have previously approved such an actionin accordance with [Article XIII] or such action relates to an adjustment pursuant to [Section 11].Article XIV.
Cancellation and Re-Grant of Stock Awards. Notwithstanding any contrary provisionanything to the contrary, except as provided in [Section 5(d)] or in connection with a Change in Control, the Committee shall not without the approval of the Plan, neither the Committee nor its designees shall have the authority to:Company’s shareholders # amend the terms of outstanding Options or SARs to reduce the Exercise Price thereof,exercise price per Share of an Option or SAR after it is granted or take any other action that would be treated as a repricing of such Award under the rules of the principal U.S. stock market on which the Company’s Shares are traded, or # cancel outstanding Optionsan Option or SARs with an Exercise Price aboveSAR when the currentexercise price per Share exceeds the Fair Market Value per Share in exchange for cash or another Option or SAR with a lower exercise price or for another Award or for cash, unless the stockholders of the Company have previously approved such an action or such action relates to an adjustment pursuant to Section 11.Award.
Cancellation and Re-GrantModification, Extension or Assumption of Stock Awards. Notwithstanding any contrary provisionSARs. Within the limitations of the Plan, neither the Committee nor its designees shall havemay modify, extend or assume outstanding SARs or may accept the authority to: # amend the termscancellation of outstanding OptionsSARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of Shares and at the same or a different Exercise Price; provided, however, that other than in connection with an adjustment of Awards pursuant to [Section 11], the Committee may not modify outstanding SARs to reducelower the Exercise Price thereof,nor may the Committee assume or # cancelaccept the cancellation of outstanding SARs in return for cash or the grant of new Options or SARs with an Exercise Price above the current Fair Market Value per Share in exchange for another Option or SAR with a lower exercise price or for another Award or for cash,Exercise Price, unless such action has been approved by the stockholdersCompany’s stockholders. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the Company have previously approvedholder, materially impair his or her rights or obligations under such an action or such action relates to an adjustment pursuant to Section 11.SAR.
Cancellation and Re-Grant of Stock Awards. Notwithstanding any contrary provisionSECTION # PROHIBITION ON REPRICING: Except in connection with a corporate transaction or event described in [Section 5(g)] of the Plan, neither the Committee nor its designees shall have the authority to: # amend the terms of outstanding Options or SARsAwards may not be amended to reduce the Exercise Price thereof,of outstanding Options or #SARs, or cancel outstanding Options or SARs in exchange for cash, other Awards or Options or SARs with an Exercise Price abovethat is less than the current Fair Market Value per Share in exchange for another Option or SAR with a lower exercise price or for another Award or for cash, unless the stockholdersExercise Price of the Company have previously approved such an actionoriginal Options or such action relates to an adjustment pursuant to [Section 11].SARs without shareholder approval.
Cancellation and Re-GrantModification or Extension of Stock Awards. Notwithstanding any contrary provisionOptions. Within the limitations of the Plan, neither the Committee nor its designees shall havemay modify or, extend outstanding Options or may accept the authority to: # amend the termscancellation of outstanding Options (to the extent not previously exercised), whether or SARsnot granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price; provided, however, that other than in connection with an adjustment of Awards pursuant to reduce[Section 11], the Committee may not modify outstanding Options to lower the Exercise Price thereof,nor may the Committee assume or # cancelaccept the cancellation of outstanding Options in return for cash or the grant of new Options or SARs with an Exercise Price above the current Fair Market Value per Share in exchange for another Option or SAR with a lower exercise price or for another Award or for cash,Exercise Price, unless such action has been approved by the stockholdersCompany’s stockholders. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Company have previously approvedOptionee, materially impair his or her rights or obligations under such an action or such action relates to an adjustment pursuant to [Section 11].Option.
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