(e) If a Grantee ceases to be a Director of the Company because of removal for Cause,
all unvested Awarded Stock shall be forfeited as of the date the Grantee ceases to be a Director.
(f) In the event of a
Grantees death, Disability or Retirement while a Director of the Company, all unvested Awarded Stock shall become fully vested and all restrictions (other than restrictions on transferability in the absence of registration of the Awarded Stock
under the Securities Act or the availability of an exemption therefrom), shall end as of the date of such death, Disability or Retirement.
(g) Each Award shall be confirmed by, and be subject to, the terms of an Award Agreement.
(h) The Committee may at any time accelerate the vesting of all or any portion of any Award or provide for the lapsing of any conditions or restrictions on any outstanding Award, or portion thereof.
SECTION 7
ADJUSTMENTS UPON CHANGE IN CAPITALIZATION
Notwithstanding the limitations set forth in
Section 3, in the event of a merger, reorganization, consolidation, recapitalization, reclassification,
split-up,
spin-off,
separation, liquidation, stock dividend,
stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of the Company affecting the Common Stock, the Committee
shall make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, in the number of shares subject to outstanding Awards, and/or such other equitable substitution or adjustments as it may
determine to be appropriate in its sole discretion; provided, however, that the number of shares subject to any Award shall always be a whole number.
SECTION 8
TERMINATION AND AMENDMENT
The Committee shall have the right and power at any time and from time to time to amend or alter the Plan, in whole or in part, and at any
time to terminate the Plan, provided however, that an amendment to the Plan may be conditioned upon the approval of the stockholders of the Company if and to the extent the Committee determines that stockholder approval is necessary, appropriate, or
required by law or agreement. Notwithstanding the foregoing, any termination, amendment, or modification of the Plan shall not, in any material way, adversely affect any Awarded Stock previously granted under the Plan without the written consent of
the affected Grantee.
SECTION 9
NO WITHHOLDING
Each Grantee shall be responsible for the payment of any
taxes required by law to be paid in respect of Awards under the Plan and the Company shall make no withholding with respect to any Award.
SECTION 10
NO RIGHT TO
RE-ELECTION
Nothing in the Plan or in any Award granted pursuant to the Plan or
any action taken under the Plan shall confer on any individual any right to continue as a
Non-Employee
Director or director of the Company or to be
re-nominated
by the
Board or
re-elected
by the stockholders of the Company.
SECTION 11
TERM OF THE PLAN
The Plan shall become effective only upon approval by the stockholders of the Company and, unless earlier terminated in accordance with the provisions of the Plan, shall remain in effect for a term of ten
(10) years from the date of such stockholder approval.
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