SCANSOURCE, INC. - 2021 Omnibus Incentive Compensation Plan
time to time be increased or decreased, and shall be subject to such conditions, in each case if and to the extent the Board deems it appropriate to
permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3.
(b) The Board or
the Compensation Committee may appoint and delegate to another committee (Management Committee), or to the CEO, any or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other
than Grantees who are executive officers or Non-Employee Directors, or who are (or are expected to be) Section 16 Persons at the time any such delegated authority is exercised.
(c) Unless the context requires otherwise, any references herein to Committee include references to, the Board or the Compensation Committee
to the extent the Board or the Compensation Committee, as applicable, has assumed or exercises administrative powers as the Committee pursuant to subsection (a), and to the Management Committee or the CEO to the extent either has been delegated
authority pursuant to subsection (b), as applicable; provided that, (i) for purposes of Awards to Non-Employee Directors, Committee shall include only the full Board, and (ii) for
purposes of Awards intended to comply with Rule 16b-3, Committee shall include only the Compensation Committee.
3.2 Powers of Committee. Subject to and consistent with the provisions of the Plan (including Article 14), the Committee has full and final authority and sole
discretion as follows; provided that any such authority or discretion exercised with respect to a specific Non-Employee Director shall be approved by the affirmative vote of a majority of the members of the
Board, even if not a quorum, but excluding the Non-Employee Director with respect to whom such authority or discretion is exercised:
(a) to determine when, to whom and in what types and amounts Awards should be granted;
(b) to grant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award;
(c) subject to Section 5.3 below, to determine whether, to what extent and under what circumstances, subject to Applicable Law, an Award may
be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or any terms of the Award may be waived, and to accelerate the
exercisability of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and at any time;
(d) to determine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares, other Awards, other
property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or if and to the extent specified in the Award Agreement automatically or at the election of the Committee;
(e) subject to Section 3.3 below, to offer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;
(f) subject to Section 5.3 below, to provide in the terms of the Award or otherwise for accelerated exercisability or vesting of any Award
upon the occurrence of one or more events other than completion of a service period, including without limitation the Grantees Retirement, death, Disability or Termination of Service by the Company and its Affiliates without Cause or a Change
in Control;
(g) to construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the
administration of the Plan;
(h) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan;
(i) to appoint such agents as the Committee may deem necessary or advisable to administer the Plan;
(j) with the consent of the Grantee, to amend any such Award Agreement at any time; provided, however, that the consent of the Grantee shall not be
required for any amendment (i) which does not adversely affect the rights of the Grantee, or (ii) which is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a result of any new Applicable Law
or change in an existing Applicable Law, or (iii) to the extent the Award Agreement specifically permits amendment without consent;
(k) subject
to Section 3.3, to cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;
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A-8
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2022 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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