|
|
|
|
|
|
|
|
|
Delaware
|
|
001-34167
|
|
54-1817218
|
(State or other jurisdiction of incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $.01 par value
|
PLUS
|
The Nasdaq Global Select Market |
|
For
|
Withheld
|
Broker Non-Vote
|
|||
Bruce M. Bowen
|
11,633,017
|
380,518
|
425,740
|
|
||
John E. Callies
|
11,717,460
|
296,075
|
425,740
|
|
||
C. Thomas Faulders, III
|
11,633,244
|
380,291
|
425,740
|
|
||
Eric D. Hovde
|
8,145,096
|
3,868,439
|
425,740
|
|
||
Ira A. Hunt, III
|
8,965,775
|
3,047,759
|
425,740
|
|
||
Mark P. Marron
|
11,762,154
|
251,380
|
425,740
|
|
||
Maureen F. Morrison
|
11,514,744 | 498,791 |
425,740
|
|||
Ben Xiang
|
11,934,518
|
79,016
|
425,740
|
|
For:
|
11,690,048
|
|
|
Against:
|
240,967 | |
|
Abstain:
|
82,519 | |
|
Broker non-votes:
|
|
425,740 |
|
For:
|
12,274,858
|
|
|
Against:
|
157,705
|
|
|
Abstain:
|
6,712 | |
|
Broker non-votes:
|
|
0
|
|
|
ePlus inc.
|
|
|
|
|
|
|
|
|
|
By: /s/ Elaine D. Marion
|
|
|
|
|
Elaine D. Marion
|
|
|
|
|
Chief Financial Officer
|
|
|
|
(i)
|
designate Participants;
|
|
(ii)
|
determine the type or types of Awards to be granted to each Participant under the Employee Plan;
|
|
(iii)
|
determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in
connection with) Awards;
|
|
(iv)
|
determine the terms and conditions of any Award;
|
|
(v)
|
Determine the effect of termination of employment on any Award;
|
|
(vi)
|
determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other
securities, or other Awards, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended;
|
|
(vii)
|
determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts
payable with respect to an Award under the Employee Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee;
|
|
(viii)
|
interpret and administer the Employee Plan and any instrument or agreement relating to, or Award made under, the Employee Plan;
|
|
(ix)
|
establish, amend, suspend, or waive such rules and guidelines;
|
|
(x)
|
reduce, eliminate or accelerate any restriction or vesting requirement, applicable to an Award at any time after the grant of an
Award or to extend the time for exercising any Option (but not beyond the original ten-year term), Restricted Stock Awards or Restricted Stock Units;
|
|
(xi)
|
to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination
of their employment for purposes of the Employee Plan, which periods shall be no shorter than the periods generally applicable to Employees under the Company’s employment policies;
|
|
(xii)
|
to amend any Award Agreement or waive any provision, condition or limitation thereof; provided, however, that if any such amendment
impairs a Participant’s rights or increases a Participant’s obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, such amendment shall also be subject to the
Participant’s consent;
|
|
(xiii)
|
make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the
Employee Plan; and
|
|
(xiv)
|
correct any defect, supply any omission, or reconcile any inconsistency in the Employee Plan or any Award in the manner and to the
extent it shall deem desirable to carry the Employee Plan into effect.
|
(a)
|
Accounting for Awards. For
purposes of this Section 4,
|
|
(i)
|
if an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by such Award, or to which
such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Employee Plan; and
|
|
(ii)
|
Dividend Equivalents denominated in Shares and Awards not denominated in Shares but potentially payable in Shares shall be counted
against the aggregate number of Shares available for granting Awards under the Employee Plan in such amount and at such time as the Dividend Equivalents and such Awards are settled in Shares, provided, however, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards may only
be counted once against the aggregate number of Shares available, and the Committee shall adopt procedures, as it deems appropriate, in order to avoid double counting. Any Shares that are delivered by the Company, and any Awards that are
granted by, or become obligations of, the Company through the assumption by the Company or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired company, shall not be counted against the Shares
available for granting Awards under this Plan.
|
|
(iii)
|
Notwithstanding anything herein to the contrary, any Shares related to Awards which terminate by expiration, forfeiture,
cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, or shares withheld
from an Award, or delivered by a Participant to satisfy minimum tax withholding requirements, shall be available again for grant under this Plan. Shares subject to an Award under the Employee Plan may not again be made available for
issuance under the Employee Plan if such Shares are: (x) Shares that were subject to an Option or a stock-settled Stock Appreciation Right and were not issued upon the net settlement or net exercise of such Option or Stock Appreciation
Right, (y) Shares delivered to or withheld by the Company to pay the exercise price under Options or Stock Appreciation Rights, or (z) Shares repurchased on the open market with the proceeds of an Option exercise.
|
|
(i)
|
Amount of Shares. The
Committee may grant Options to a Participant in such amounts as the Committee may determine, subject to the limitations set forth in Section 6(g)(v) of the Employee Plan. The number of Shares subject to an Option shall be set forth in the
applicable Award Agreement.
|
|
(ii)
|
Exercise Price. The exercise
price per Share under an Option shall be determined by the Committee; provided, however, and except as provided in Section 4(d), that
such exercise price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option. The exercise price of an Option, as determined by the Committee pursuant to this Section 6(a)(ii), shall be set forth
in the applicable Award Agreement.
|
|
(iii)
|
Option Term. Except as set
forth in Section 6(a)(vii) below, the term of each Option shall not exceed ten (10) years from the date of grant.
|
|
(iv)
|
Timing of Exercise. Except
as may otherwise be provided in the Award Agreement or as the Committee may otherwise determine, and subject to the Committee’s authority under Section 3(a) to accelerate the vesting of an Award and to waive or amend any terms, conditions,
limitations or restrictions of an Award, each Option granted under the Employee Plan shall be exercisable in whole or in part, subject to the following conditions, limitations and restrictions:
|
|
(A)
|
20% of the Shares subject to an Option shall first become exercisable on the one-year anniversary of the date of grant, 30% shall
first become exercisable on the two-year anniversary of the date of grant and the remainder shall first become exercisable on the three-year anniversary of the date of grant;
|
|
(B)
|
All Options subject to the Award shall become immediately exercisable upon a Change in Control;
|
|
(C)
|
All Options granted to a Participant shall become immediately exercisable upon the death or Disability of the Participant and must
be exercised, if at all, within one year after such Participant’s death or Disability, but in no event after the date such Options would otherwise lapse. Options of a deceased Participant may be exercised only by the estate of the
Participant or by the person given authority to exercise such Options by the Participant’s will or by operation of law. In the event an Option is exercised by the executor or administrator of a deceased Participant, or by the person or
persons to whom the Option has been transferred by the Participant’s will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver Shares thereunder unless and until the Company is satisfied
that the person or persons exercising the Option is or are the duly appointed executor(s) or administrator(s) of the deceased Participant or the person to whom the Option has been transferred by the Participant’s will or by the applicable
laws of descent and distribution;
|
|
(D)
|
Upon an Employee’s Retirement, all Options that have not become exercisable as of the date of Retirement shall be forfeited and to
the extent that Options have become exercisable as of such date, such Options must be exercised, if at all, within one year after Retirement, but in no event after the date such Options would otherwise lapse; and
|
|
(E)
|
The Option shall lapse upon termination of employment for Cause. Except as otherwise provided in Section 6(a)(vii) or Section
6(g)(xii), upon an Employee’s termination of employment, for any reason other than death, Disability, Retirement or Cause, all Options that have not become exercisable as of the date of termination shall be forfeited and to the extent that
Options have become exercisable as of such date, such Options must be exercised, if at all, within 90 days after such termination of employment.
|
|
(v)
|
Payment of Exercise Price.
The exercise price shall be paid in full when the Option is exercised and stock certificates shall be registered and delivered only upon receipt of such payment. Unless otherwise provided by the Committee, payment of the exercise price may
be made in cash or by certified check, bank draft, wire transfer, or postal or express money order or any other form of consideration approved by the Committee. In addition, at the discretion of the Committee, payment of all or a portion of
the exercise price may be made by
|
|
(A)
|
Delivering a properly executed exercise notice to the Company, or its agent, together with irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale proceeds with respect to the portion of the Shares to be acquired upon exercise having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the exercise
price being so paid and appropriate tax withholding;
|
|
(B)
|
Tendering (actually or by attestation) to the Company previously acquired Shares that have been held by the Participant for at least
six months having a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the exercise price being so paid; or
|
|
(C)
|
any combination of the foregoing.
|
|
(vi)
|
Incentive Stock Options. The
terms of any Incentive Stock Option granted under the Employee Plan shall be designed to comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder
which are hereby incorporated by reference. In the event that any provision of the Employee Plan would contravene the Code rules that apply to Incentive Stock Options, such Plan provision shall not apply to Incentive Stock
Options. Incentive Stock Options granted under the Employee Plan shall be subject to the following additional conditions, limitations and restrictions:
|
|
(A)
|
Timing of Grant. No
Incentive Stock Option shall be granted under the Employee Plan after the 10-year anniversary of the date the Employee Plan is adopted by the Board.
|
|
(B)
|
Amount of Award. The
aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and
any subsidiary) may not exceed $100,000, taking Incentive Stock Option into account in the order in which they were granted. To the extent an Option initially designated as an Incentive Stock Option exceeds the value limit of this Section
or otherwise fails to satisfy the requirements applicable to Incentive Stock Options, it shall be deemed a Non-Qualified Stock Option and shall otherwise remain in full force and effect.
|
|
(C)
|
Timing of Exercise. In the
event that the Committee exercises its discretion to permit an Incentive Stock Option to be exercised by a Participant more than three months after the Participant’s termination of employment and such exercise occurs more than three months
after such Participant has ceased being an Employee (or more than 12 months after the Participant is Disabled or dies), such Incentive Stock Option shall thereafter be treated as a Non-Qualified Stock Option for all purposes.
|
|
(D)
|
Transfer Restrictions. In no
event shall the Committee permit an Incentive Stock Option to be transferred by a Participant other than by will or the laws of descent and distribution, and any Incentive Stock Option granted hereunder shall be exercisable, during his or
her lifetime, only by the Participant.
|
|
(E)
|
Ten Percent Owners. No
Incentive Stock Option shall be granted to any individual who, at the date of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any Affiliate unless the exercise
price per share of such Option is at least 110% of the Fair Market Value per Share at the date of grant and the Option expires no later than five years after the date of grant.
|
|
(vii)
|
Extension of Option Term for
Blackouts. At its discretion, the Committee may extend the term of any Option beyond its earlier termination pursuant to Section 6(a)(iii),(iv)(C), (iv)(D) or (iv)(E) if the Company had prohibited the participant from exercising
the Option prior to termination or expiration in order to comply with applicable Federal, state, local or foreign law, provided that such extension may not exceed the earlier of 30 days from the date such prohibition is lifted or ten years
after the Option grant date.
|
|
(viii)
|
No Deferral Feature. No
Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.
|
|
(i)
|
Grant Price. Shall be
determined by the Committee, provided, however, and except as provided in Section 7, that such price shall not be less than 100% of the
Fair Market Value of one Share on the date of grant of the Stock Appreciation Right, except that if a Stock Appreciation Right is at any time granted in tandem with an Option, the grant price of the Stock Appreciation Right shall not be
less than the exercise price of such Option.
|
|
(ii)
|
Term. The term of each Stock
Appreciation Right shall not exceed ten (10) years from the date of grant.
|
|
(iii)
|
Time and Method of Exercise.
The Committee shall establish in the applicable Award Agreement the time or times at which a Stock Appreciation Right may be exercised in whole or in part.
|
|
(iv)
|
No Deferral Feature. No
Stock Appreciation Right shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Stock Appreciation Right.
|
|
(v)
|
Reduction in the Underlying Option Shares. Upon
any exercise of a tandem Stock Appreciation Right, the number of shares of Common Stock for which any related Option shall be exercisable shall be reduced by the number of shares for which the Stock Appreciation Right has been exercised.
The number of shares of Common Stock for which a tandem Stock Appreciation Right shall be exercisable shall be reduced upon any exercise of any related Option by the number of shares of Common Stock for which such Option has been exercised.
|
|
(i)
|
Restrictions. Shares of
Restricted Stock and Restricted Stock Units shall be subject to such vesting conditions and other restrictions as the Committee may establish in the applicable Award Agreement (including, without limitation, any limitation on the right to
vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem
appropriate. The Committee may remove any vesting condition or other restriction or reduce any restriction period applicable to a particular Restricted Stock Award or, subject to compliance with Code Section 409A, a particular grant of
Restricted Stock Units. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be delivered to the holder of Restricted Stock promptly after such restrictions have lapsed. Except as otherwise provided
in an Award Agreement or any special Plan document governing an Award, the Participant shall have all of the rights of a shareholder with respect to the Restricted Stock, and the Participant shall have none of the rights of a stockholder
with respect to Restricted Stock Units until such time as Shares are paid in settlement of the Restricted Stock Units. Unless otherwise provided in the applicable Award Agreement, Awards of Restricted Stock will be entitled to full dividend
rights and any dividends paid thereon will be paid or distributed to the holder no later than the end of the calendar year in which the dividends are paid to shareholders or, if later, the 15th day of the third month following the date the
dividends are paid to shareholders (or shall otherwise be in compliance with, or exempt from, Code Section 409A).
|
|
(ii)
|
Registration. Any Restricted
Stock or Restricted Stock Units granted under the Employee Plan may be evidenced in such manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or
certificates. In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Employee Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Restricted Stock.
|
|
(iii)
|
Forfeiture. Upon termination
of employment during the applicable restriction period for any reason other than death or Disability, except as determined otherwise by the Committee, all Shares of Restricted Stock and all Restricted Stock Units still, in either case,
subject to restriction shall be forfeited and reacquired by the Company.
|
|
(iv)
|
Compliance with Section 409A. Each
Restricted Stock Unit shall comply with the requirements of subsection (a) of Section 409A (to constitute either a short-term deferral or otherwise be excluded from Section 409A, or to meet the requirements of Section 409A applicable to a
deferral of compensation) and be implemented in accordance with such requirements.
|
|
(i)
|
may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other securities, or other Awards;
and
|
|
(ii)
|
shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the
Performance Award, in whole or in part, upon the achievement of such performance goals during such Performance Periods as the Committee shall establish.
|
|
(i)
|
No Cash Consideration for Awards.
Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.
|
|
(ii)
|
Awards may be Granted Separately or
Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate.
Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the
grant of such other Awards; provided, however, that any tandem Stock Appreciation Right that relates to an Incentive Stock Option must be granted at the same time the Incentive Stock Option is granted.
|
|
(iii)
|
Forms of Payment under Awards.
Subject to the terms of the Employee Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the
Committee shall determine, including, without limitation, cash, Shares, rights in or to Shares issuable under the Award or other Awards, other securities, or other Awards, or any combination thereof, and may be made in a single payment or
transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of
reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments.
|
|
(iv)
|
Limits on Transfer of Awards.
Except as provided by the Committee, no Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a
beneficiary or beneficiaries to exercise the rights of the Participant with respect to any Award upon the death of the Participant. Each designation will revoke all prior designations by the same Participant and shall be effective only when
filed by the Participant in writing with the Company during the Participant’s lifetime. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant or, in the case of
Participant’s Disability, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or
encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.
|
|
(v)
|
Per-Person Limitation on Options
and SARs. The number of Shares with respect to which Options and Stock Appreciation Rights may be granted under the Employee Plan during any calendar year to an individual Participant shall not exceed one hundred thousand (100,000)
Shares, subject to adjustment as provided in Section 7.
|
|
(vi)
|
Per-Person Limitation on Certain
Awards. Other than Options and Stock Appreciation Rights, the aggregate number of Shares with respect to which Restricted Stock, Restricted Stock Units, Performance Awards and Other Stock-Based Awards may be granted under the
Employee Plan during any calendar year to an individual Participant shall not exceed one hundred thousand (100,000) Shares, subject to adjustment as provided in Section 7.
|
|
(vii)
|
Conditions and Restrictions upon
Securities Subject to Awards. The Committee may provide that the Shares issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements,
restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including without limitation,
conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of
any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation: (A) restrictions under an insider trading policy or pursuant to applicable law, (B)
restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Company equity compensation arrangements, (C) restrictions as to the use of a specified brokerage firm for such resales or
other transfers and (D) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.
|
|
(viii)
|
Share Certificates. All
Shares or other securities delivered under the Employee Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Employee Plan or
the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or automated quotation system upon which such Shares or other securities are then listed, quoted, or traded, and any applicable
Federal, state, or local securities laws, and the Committee may cause a legend or legends to be put on any such certificates or issue instructions to the transfer agent to make appropriate reference to such restrictions.
|
|
(ix)
|
Suspension of Exercise. The
Company reserves the right from time to time to suspend the exercise of any stock option or stock appreciation right where such suspension is deemed by the Company as necessary or appropriate for corporate purposes.
|
|
(x)
|
Change in Control.
Notwithstanding anything to the contrary in the Employee Plan, any conditions or restrictions on Restricted Stock shall lapse upon a Change in Control.
|
|
(xi)
|
Award Agreement. Each grant
of an Award under the Employee Plan will be evidenced by an Award Agreement. Such document will contain such provisions as the Committee may in its discretion deem advisable, provided that such provisions are not inconsistent with any of the provisions of the Employee Plan. An Award Agreement may provide that if a Participant fails to execute it within a specified
period, then the Award shall be null and void.
|
|
(xii)
|
Special Forfeiture Provision. If
the Committee, in its discretion, determines and the applicable Award Agreement so provides, a Participant who, without prior written approval of the Company, enters into any employment or consultation arrangement (including service as an
agent, partner, stockholder, consultant, officer or director) to any entity or person engaged in any business in which the Company or its affiliates is engaged which, in the sole judgment of the Company, is competitive with the Company or
any Affiliate, (i) shall forfeit all rights under any outstanding Option or Stock Appreciation Right and shall return to the Company the amount of any profit realized upon the exercise, within such period as the Committee may determine, of
any Option or Stock Appreciation Right, and (ii) shall forfeit and return to the Company all Shares of Restricted Stock and other Awards which are not then vested or which vested but remain subject to the restrictions imposed by this
Section 6(g)(xii), as provided in the Award Agreement.
|
|
(xiii)
|
No Repricing. Repricing of
Options or Stock Appreciation Rights shall not be permitted without stockholder approval. For this purpose, a “repricing” means any of
the following (or any other action that has the same effect as any of the following): (A) changing the terms of an Option or Stock Appreciation Right to lower its exercise price (other than pursuant to Section 7); (B) any other action that
is treated as a “repricing” under generally accepted accounting principles; and (C) repurchasing for cash or canceling an Option or Stock Appreciation Right at a time when its exercise price is greater than the Fair Market Value of the
underlying stock in exchange for another Award, unless the cancellation and exchange occurs in connection with an event set forth in Section 7. Such cancellation and exchange would be considered a “repricing” regardless of whether it is
treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.
|
|
(xiv)
|
Employment with Affiliate or
Successor. Employment by the Company, any Affiliate or a successor to the Company shall be considered employment by the Company for all purposes of any Award. If the Award is assumed or a new award is substituted therefore in any
corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Code), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall
be considered for all purposes of the Award to be employment by the Company.
|
|
(i)
|
the number and type of Shares or other securities which thereafter may be made the subject of Awards including the limit specified
in Section 4(a) regarding the number of shares that may be granted in the form of Restricted Stock, Restricted Stock Units, Performance Awards, or Other Stock-Based Awards;
|
|
(ii)
|
the number and type of Shares or other securities subject to outstanding Awards;
|
|
(iii)
|
the number and type of Shares or other securities specified as the annual per-participant limitation under Section 6(g)(v) and (vi);
|
|
(iv)
|
the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to
the holder of an outstanding Award; and
|
|
(v)
|
other value determinations applicable to outstanding awards.
|
|
(i)
|
provide that Awards will be settled in cash rather than Stock;
|
|
(ii)
|
provide that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in
connection with such transaction;
|
|
(iii)
|
provide that performance targets and performance periods for Performance Awards will be modified;
|
|
(iv)
|
provide, upon written notice to Participants, that all Awards that are currently exercisable must be exercised within the time
period specified in the notice and that all Awards not exercised as of the expiration of such period shall be terminated without consideration; provided, however, that the Committee (or successor board of directors) may provide, in its
discretion, that, for purposes of this subsection, all outstanding Awards are currently exercisable, whether or not vested;
|
|
(v)
|
cancel any or all Awards and, in consideration of such cancellation, pay to each Participant an amount in cash with respect to each
Share issuable under an Award equal to the difference between the Fair Market Value of such Share on such date (or, if greater, the value per Share of the consideration received by holders of Shares as a result of such merger,
consolidation, reorganization or sale) and the Exercise Price; or
|
|
(vi)
|
any combination of the foregoing.
|
|
(i)
|
increase the total number of Shares available for Awards under the Employee Plan, except as provided in Section 7 hereof; or
|
|
(ii)
|
except as provided in Section 7, permit Options, Stock Appreciation Rights, or other Stock-Based Awards encompassing rights to
purchase Shares to be repriced, replaced, or regranted through cancellation, or by lowering the exercise price of a previously granted Option or the grant price of a previously granted Stock Appreciation Right, or the purchase price of a
previously granted Other Stock-Based Award.
|
|
(i)
|
obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
|
|
(ii)
|
completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any
governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.
|