Prohibition on Repricing. Subject to Section 12.2 hereof, the Administrator shall not, without the approval of the stockholders of the Company, # authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or # cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to Section 12.2 hereof, the Administrator shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award.
Section # Prohibition onAgainst Repricing. SubjectExcept to Section 12.2 hereof,the extent # approved in advance by holders of a majority of the Shares entitled to vote generally in the election of directors or # pursuant to [Section 4.3] as a result of any Corporate Event or pursuant to [Article XI] in connection with a Change in Control, the Administrator shall not, withoutnot have the approval ofpower or authority to reduce, whether through amendment or otherwise, the stockholders of the Company, # authorize the amendmentexercise price of any outstanding Option or Stock Appreciation RightBase Price of any outstanding SAR or to reduce itsgrant any new Award, or make any cash payment, in substitution for or upon the cancellation of Options or SARs previously granted and as to which the exercise price per share, or # cancel any Option or Stock Appreciation RightBase Price thereof is in exchange for cash or another Award whenexcess of the Option or Stock Appreciation Right price per share exceeds thethen-current Fair Market Value of the underlying Shares. Subject to Section 12.2 hereof, the Administrator shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award.Share.
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