Employment (subject to the provisions of any agreement between an Employee and the Company, its Affiliates, or its Subsidiaries), including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for Cause, the application of Sections 5, 6, 7 and 8 of this Plan, and all questions of whether particular leaves of absence constitute Terminations of Employment. Notwithstanding any other provision of this Plan, the Company, its Affiliates, or its Subsidiaries have an absolute and unrestricted right to terminate a Grantees employment (or other service-providing relationship) at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in writing.
Transfer shall mean, to directly or indirectly, sell, transfer, assign, pledge, encumber, mortgage, hypothecate or in any way alienate all or any shares of Restricted Stock, or any rights or profits therefrom, whether now owned or hereafter acquired, whether voluntarily, involuntarily, or by operation of law, including in conjunction with any divorce proceedings, or by gift, bequest or otherwise.
Transferee means any Person to whom a Transfer is made.
Section 3. Shares Available under the Plan
Subject to Section 8, the stock subject to an award of Restricted Stock shall be shares of the Companys authorized but unissued, reacquired, or treasury Common Stock, and the aggregate number of such shares which may be issued upon any such awards shall not exceed an amount determined from time to time by the Board in its Sole Discretion. If, for any reason, any share of Restricted Stock is forfeited by the Grantee pursuant to Section 6 hereof, such share may again be granted or awarded hereunder, subject to the limitations set forth in this Section. The Board may, in its Sole Discretion, modify the aggregate number of shares of Restricted Stock that may be issued under this Plan; provided, however, the Board may not reduce the aggregate number of such shares that may be issued below the number of such shares issued and outstanding at the time of the reduction.
Section 4. Administration of the Plan
(a) Authority of the Committee. This Plan shall be administered by the Committee. The Committee, in its Sole Discretion, shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of this Plan:
(i) to select the Eligible Recipients to be awarded Restricted Stock;
(ii) to determine the number of shares of Restricted Stock granted in an Award;
(iii) to determine the purchase price, if any, and the form of payment for any Restricted Stock awarded under this Plan, including, without limitation, the Companys financing the Grantees payment or the Companys guarantee of third-party financing of the Grantees payment;
(iv) to determine and/or modify the terms and conditions applicable to any Restricted Stock awarded under this Plan, including without limitation, conditions related to payment of the Companys tax withholding obligations, vesting, forfeiture, delivery, holding, and disposition of the Restricted Stock;
(v) to determine when and if any restrictions applicable to any Restricted Stock granted under this Plan lapse;
(vi) to prescribe the form of each Restricted Stock Agreement;