4.Administration of the Plan. The Plan will be administered by the Board of Directors of the Company (the “Board”); provided, however, that any action by the Board relating to the Plan will be taken only if, in addition to any other required vote, such action is approved by the affirmative vote of a majority of the directors who are not then eligible to participate in the Plan. The Board shall have authority to (i) determine the number of Shares, Deferred Shares or Options to be credited to each Participant, and (ii) determine or impose conditions on such Shares, Deferred Shares and Options under the Plan as it may deem appropriate. The Participant shall take whatever additional actions and execute whatever additional documents the Board may in its reasonable judgment deem necessary or advisable in order to carry out or effectuate one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of the Plan. In addition, notwithstanding any other provision of the Plan, the Board shall administer the Plan, and exercise authority and discretion under the Plan, to satisfy the requirements of Section 409A of the Code or any exemption thereto.
5.Eligibility. Each individual who, on any date on which Shares, Deferred Shares or Options are to be granted or cash is to be paid under Section 6, is a director of the Company and is not an employee of the Company or any subsidiary of the Company will be eligible, at such date, for the compensation described in Section 6 (subject to any deferral election under Section 8), except if, pursuant to an agreement between the individual and the Company, the individual is not eligible for the Plan. No other person will be eligible to participate in the Plan.
6.Quarterly Compensation. Compensation for service on the Board during a Fiscal Quarter for each eligible director, as defined in Section 5 above, shall be made partly in cash and partly in Shares, Deferred Shares or Options, as described in this Section 6.
(i)Cash Payment. For services during a Fiscal Quarter, each eligible director shall receive a cash payment equal to 50% of the Total Quarterly Compensation amount, except as described in item (iii) of this Section. Payment with respect to a Fiscal Quarter shall be made on the last day of such Fiscal Quarter (or as soon as practicable thereafter, but in no event later than the date specified in Treas. Reg. § 1.409A-1(b)(4)(i)).
(ii)Shares, Deferred Shares or Options. For services during each Fiscal Quarter, each eligible director shall be granted Shares, Deferred Shares or Options in an amount equal to 50% of the Total Quarterly Compensation, except as described in item (iii) of this Section.
(iii)Coordination with Tax Benefits Rights Agreement. In the instance where shares granted under paragraph (ii) of this Section would result in the issuance of shares to a person that results in ownership of greater than 4.9% of the shares outstanding, or would further increase ownership of an Exempted Person, as defined in the Tax Benefits Rights Agreement adopted on May 5, 2015, as amended on March 12, 2020 (the “Rights Agreement”), the director shall receive 100% of his or her compensation in cash pursuant to paragraph (i) of this Section, absent specific action of the Board to define the issuance of the additional shares to the Exempted Person as an Exempted Transaction in accordance with the terms of the Rights Agreement.
7. Shares. Each Participant receiving compensation relating to his or her service as a director in the form of Shares shall be made in accordance with this Section 7. Shares shall be vested on the last business day of the Fiscal Quarter to which they relate, and, unless deferred pursuant to pursuant to Section 8, shall not be subject to restriction from any voluntary or involuntary sale, transfer, pledge, anticipation, alienation, encumbrance or assignment, other than those imposed by operation of law. The Share price will be equal to the average Fair Market Value of a Share during the 30-calendar day period ending on the last