(e) to determine whether an Award of Restricted Stock Units or Performance
Shares, or Stock Appreciation Rights will be settled in shares of Stock, cash, or in any combination thereof;
(f) to
approve one or more forms of Award Agreement;
(g) to amend, modify, extend, cancel or renew any Award or to waive any
restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;
(h) to accelerate, continue,
extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including, without limitation, with respect to the period following a Participants termination of Service;
(i) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or
alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Awards;
(j) to authorize, in conjunction with any applicable Company deferred compensation plan, that the receipt of cash or Stock
subject to any Award under this Plan, may be deferred under the terms and conditions of such Company deferred compensation plan;
(k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make
all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and/or
(l) to provide for a clawback of an Award pursuant to the provisions of Section 14.5 below.
3.4
Minimum Vesting Periods
. Notwithstanding Section 3.3(d) above, Awards to Employees (other than Substitute Awards)
shall not vest or otherwise become exercisable earlier than one year following the date of grant, subject to accelerated vesting in the Committees discretion in the event of the death or Disability of the Participant, special circumstances
determined by the Committee, or a Change in Control. Notwithstanding the foregoing, the restrictions in the preceding sentence shall not be applicable to the grant of up to 5% of the number of shares of Stock available for Awards under
Section 4.1 on the Effective Date.
3.5
No Repricing
.
Notwithstanding anything in this Plan to
the contrary, no amendment or modification may be made to an outstanding Option or SAR, including, without limitation, by replacement of Options or SARs with cash or other award type, that would be treated as a repricing under the rules of the
securities exchange or market system constituting the primary market for the Stock, in each case, without the approval of the shareholders of the Company, provided, that, appropriate adjustments may be made to outstanding Options and SARs pursuant
to Section 10 and may be made to make changes to achieve compliance with applicable law, including Code Section 409A.
3.6
Deferral Arrangements
. The Committee may permit or require the deferral of any award payment into a deferred compensation
arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Stock equivalents. Any such
deferrals shall be made in a manner that complies with Code Section 409A.
3.7
Indemnification
. Neither the Board
nor the Committee, nor any member of either or officer or employee of a Participating Company to whom authority to act for the Board, the Committee or the Company is delegated, shall
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