purposes of the Plan, references to the Committee shall include any such person to whom the Committee has delegated its authority pursuant to this Paragraph 2(d).
(e) Indemnification. No member of the Committee and no officer of the Company shall be
liable for anything done or omitted to be done by him, by any other member of the Committee or by any officer of the Company in connection with the performance of duties under the Plan, except for his own willful misconduct or as expressly provided
by applicable law.
(a) Participants. Consistent with the purposes of the Plan, subject only to
Paragraph 4(g), the Committee shall have exclusive power to select the employees and other individuals performing services for the Company and its Affiliates who may participate in the Plan and be granted Awards under the Plan. Eligible
individuals may be selected individually or by groups or categories, as determined by the Committee in its discretion.
(b)
Affiliates. Unless the Committee determines otherwise, as used herein, the term Affiliate means any entity in which the Company has a direct or indirect equity interest of
50 percent or more, as determined by the Committee in its discretion.
4. |
AWARDS UNDER THE PLAN. |
(a) Types of Awards. Awards under the Plan may include one or more of the following types,
either alone or in any combination thereof:
(i) Stock Options, which include
Nonqualified Stock Options and Incentive Stock Options or combinations thereof, are rights to purchase common shares of the Company having a par value of $.20 per share and stock of any other class or company into which such
shares may thereafter be changed (the Common Shares). Nonqualified Stock Options and Incentive Stock Options are subject to the terms, conditions and restrictions specified in Paragraph 5.
(ii) Stock Appreciation Rights are rights to receive (without payment to the Company) cash,
Common Shares, or property, or other forms of payment, or any combination thereof, as determined by the Committee, based on the increase in the value of a Common Share over the per share exercise price. Stock Appreciation Rights are subject to the
terms, conditions and restrictions specified in Paragraph 6.
(iii) Shares of Restricted
Stock are Common Shares that are issued subject to certain restrictions pursuant to Paragraph 7.
(iv)
Restricted Stock Units are Awards that are valued by reference to a Common Share, which value may be paid to the participant by delivery of cash, Common Shares, or property, or other forms
of payment, or any combination thereof, as the Committee shall determine, and that are issued subject to certain restrictions pursuant to Paragraph 7.
(v) Performance Grants are Awards subject to the terms, conditions and restrictions
described in Paragraph 8, pursuant to which the participant may become entitled to receive cash, Common Shares, or property, or other forms of payment, or any combination thereof, as determined by the Committee.
The Committee may also grant any other Award providing benefits similar to (i) through (v), subject to such terms, conditions and restrictions as it may determine
necessary or appropriate to satisfy non-U.S. law or regulatory requirements or avoid adverse consequences under such requirements.
(b) Dividend Equivalents. Other than with respect to Stock Options or Stock Appreciation
Rights, the Committee may choose, at the time of the grant of an Award or any time thereafter up to the time of the Awards payment, to include or to exclude as part of such Award an entitlement to receive cash dividends or dividend
equivalents, subject to such terms, conditions, restrictions or limitations, if any, as the Committee may establish. Dividends and dividend equivalents shall be paid in such form and manner (i.e., lump sum or installments), and at such times as the
Committee shall determine. All dividends or dividend equivalents, which are not paid currently, may, at the Committees discretion, be held in escrow and accrue interest or be reinvested into additional Common Shares subject to the same vesting
or performance conditions as the underlying Award.
(c) Maximum Number of Shares that May Be
Issued.
(i) Available Shares. Subject to adjustment as provided in Paragraph 15, the
maximum number of Common Shares that were available for issuance under the Plan upon its initial approval by the shareholders of the Company on May 2, 2016 was 17,500,000 shares, of which approximately 7,300,000 shares remained available for
grant under the Plan as of March 1, 2020 (assuming outstanding unvested performance RSUs vest at target). The maximum number of Common Shares available for issuance under the Plan was increased by an additional 7,000,000 Common Shares upon the
approval of the amendment and restatement of the Plan by the shareholders of the Company on May 5, 2020. Subject to adjustment as provided in Paragraph 15, the maximum number of Common Shares that may be issued under the Plan after
March 1, 2020 is approximately 14,300,000, plus any Common Shares related to Awards issued under the Plan on or before March 1, 2020 that are forfeited, canceled, expired or otherwise terminated without the issuance of Common Shares, with
the exceptions noted below. There were approximately 7,400,000 shares subject to outstanding Awards under the Plan as of March 1, 2020. The maximum number of Common Shares that may be issued under the Plan pursuant to Incentive Stock
Options may not exceed, in the aggregate, 8,000,000. Common Shares related to Awards issued under the Plan that are forfeited, canceled, expired or otherwise terminated without the issuance of Common Shares will again be available for issuance
under the Plan. The following Common Shares, however, may not again be made available for grant in respect of Awards under the Plan: (A) Common Shares not issued or delivered as a result of the net settlement of an outstanding Stock Option or
Stock Appreciation Right, (B) Common Shares delivered to or withheld by the