(c) to establish and verify the extent of satisfaction of any conditions to exercisability applicable to stock options and stock appreciation rights (SARs) or to receipt or vesting of other Awards;
(d) to determine whether, and the extent to which, adjustments are required pursuant to Section 8 hereof, provided that any such adjustment shall not cause any outstanding Award to be treated as the grant of new stock right or a change in the form of payment of the existing stock right for purposes of section 409A of the Internal Revenue Code of 1986, as amended (the Code), as set forth in Treasury guidance; and
(e) to interpret and construe the Plan, any rules and regulations under the Plan and the terms and conditions of any Award awarded hereunder, and to make exceptions to any procedural provisions in good faith and for the benefit of the Sponsor.
All determinations, interpretations, and other decisions under or with respect to the Plan shall be final, conclusive and binding upon the Sponsor, all Participants and any holder or beneficiary of any Award, as hereinafter defined, under the Plan. The Board may consider such factors as it deems relevant, in its sole and absolute discretion, in making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.
All questions pertaining to the construction, regulation, validity and effect of the Plan shall be determined in accordance with the laws of the state of New York and applicable Federal law and the relevant rules of the New York Stock Exchange, Inc. (NYSE) or other national securities exchange on which the Common Stock is then principally traded.
5. Shares Subject to the Plan
A total number of 3,500,000 shares of Xerox Holdings Corporation common stock, par value $1.00 (Common Stock), subject to adjustment as provided in Section 8, are available for issuance under the Plan.
In determining shares available for issuance under the Plan, any Awards that are cancelled, forfeited or lapse shall become eligible again for issuance under the Plan.
Any shares issued under the Plan may consist in whole or in part of authorized and unissued shares or of treasury shares, and no fractional shares shall be issued under the Plan. Cash may be paid in lieu of any fractional shares in settlements of Awards under the Plan.
The Board shall determine the type of award(s) to be made to each Non-Employee Director under the Plan and shall approve the terms and conditions governing such awards through the issuance of an award agreement. Awards may be granted singly, in combination, or in tandem so that the settlement or payment of one automatically reduces or cancels the other. However, under no circumstances may stock option awards be made which provide by their terms for the automatic award of additional stock options upon the exercise of such awards, including, without limitation, reload options.
There shall be an annual limit of $750,000 on the aggregate value of the annual cash retainer and annual equity retainer awarded to a Non-Employee Director for service as a director in any year, such value for the annual equity retainer to be the fair value as determined by the Board as of the grant date(s) for such awards.
The following is a list of awards that may be granted, either individually or collectively, to Participants pursuant to the provisions of the Plan (Awards).
(a) Deferred Stock Unit is a bookkeeping entry that represents the right to receive one share of Common Stock at a future date and which may be in the form of restricted stock units (RSUs) or deferred stock units (DSUs). Outright grants may be made as part of the Non-Employee Directors annual compensation for services rendered. If