Amendment and Termination Contract Clauses (869)

Amendment and Termination. The Board or the Committee may at any time terminate the Plan, or make such modifications to the Plan as either shall deem advisable; provided, however, that the Board or the Committee may not, without further approval by the shareholders of the Company, increase the maximum number of shares as to which Awards may be granted under the Plan (except under the anti-dilution provisions of Section 13), or change the class of employees to whom Incentive Stock Options may be granted. No termination or ...amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been granted, adversely affect the rights of such Participant under such Award. 9 15. Effectiveness of the Plan. The Plan shall become effective upon adoption by the Board or the Committee subject, however, to its further approval by the shareholders of the Company given within twelve (12) months of the date the Plan is adopted by the Board or the Committee at a regular meeting of the shareholders or at a special meeting duly called and held for such purpose. Grants of Awards may be made prior to such shareholder approval but all Award grants made prior to shareholder approval shall be subject to the obtaining of such approval and if such approval is not obtained, such Awards shall not be effective for any purpose. View More

Amendment and Termination. (a) The Board may amend, suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any Participant under any Option or Restricted Stock theretofore granted without the Participant's consent, and except that no amendment shall be made which, without the approval of the stockholders of the Company, would: (i) materially increase the number of shares that may be issued under the Plan, except as is provided in Section 8; (ii) materially increase the benef...its accruing to the Participants under the Plan; (iii) materially modify the requirements as to eligibility for participation in the Plan; (iv) decrease the exercise price of an Incentive Option to less than 100% of the Fair Market Value per share of Stock on the date of grant thereof or the exercise price of a Nonqualified Option to less than 100% of the Fair Market Value per share of Stock on the date of grant thereof; (v) extend the term of any Option beyond that provided for in Section 5(b); or (vi) except as otherwise provided in Sections 5(d) and 8 hereof, reduce the exercise price of outstanding Options or effect repricing through cancellations and re-grants of new Options. (b) Subject to the forgoing, the Committee may amend the terms of any Option theretofore granted, prospectively or retrospectively, but no such amendment shall impair the rights of any Optionee without the Optionee's consent. 10 (c) It is the intention of the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury Regulations and other Internal Revenue Service guidance promulgated thereunder (the "Section 409A Rules"), as applicable, and the Committee shall exercise its discretion in granting awards hereunder (and the terms of such awards), accordingly. The Plan and any grant of an award hereunder may be amended from time to time (without, in the case of an award, the consent of the Participant) as may be necessary or appropriate to comply with the Section 409A Rules. If the timing of any distribution under this Plan would result in the imposition of tax penalties under Code Section 409A, (i) then such distribution will be made at the earliest date after the specified payment date on which that distribution can be effected without resulting in such tax penalties; (ii) the Company shall have no authority to accelerate any payment hereunder except as permitted under Code Section 409A and regulations thereunder; and (iii) any rights of any Participant or retained authority of the Company with respect to awards hereunder shall be automatically modified and limited to the extent necessary so that no Grantee will be deemed to be in constructive receipt of income relating to the deferrals nor subject to any penalty under Code Section 409A. View More

Amendment and Termination. The Board may, at any time, amend or terminate the Plan, and the Board or the Committee may amend the Certificate or these Terms and Conditions, provided that no amendment or termination may, in the absence of written consent to the change by the Participant (or, if the Participant is not then living, the affected Beneficiary), adversely affect the rights of any Participant or Beneficiary under this Full Value Award. Adjustments pursuant to subsection 4.3 of the Plan shall not be subject to the ...foregoing limitations. It is the intention of the Company that, to the extent that any provisions of this Plan or this Full Value Award are subject to section 409A of the Code, the Plan and this Full Value Award comply with the requirements of section 409A of the Code and that the Board shall have the authority to amend the Plan, the Certificate and these Terms and Conditions as it deems necessary to conform to section 409A. View More

Amendment and Termination. This Agreement may only be amended in writing signed by all parties to this Agreement. AmeriCredit or Trustee may immediately terminate this Agreement for cause, provided, however, that a similar agreement has been executed with a successor processor reasonably acceptable to the Trustee or the Trustee has consented to such termination. The Trustee may immediately terminate this Agreement and shall do so upon written notice to the other parties hereto. Otherwise, any party may terminate this Agre...ement on sixty (60) days' prior written notice to the others; provided, however, that AmeriCredit shall promptly notify the Trustee of receipt of any such notice and shall arrange for alternative lockbox processing services satisfactory to the Trustee prior to the termination of the Services. Upon any termination of the Agreement, (a) Processor will close the Lockbox and (b) Processor will process all mail addressed to the Lockbox in the manner instructed by AmeriCredit in accordance with the Processor Documentation for a period of at least ninety (90) days after the termination date, unless arranged otherwise between AmeriCredit and Processor. After any termination, Processor's fees with respect to the Services it performs during such period shall be consistent with such fees at the time of such termination. View More

Amendment and Termination. Subject to applicable laws, rules and regulations, the Board of Directors or the Committee may at any time amend, suspend, discontinue or terminate the Plan; provided, however, that no such action shall be effective without approval by the stockholders of Alcoa Corporation to the extent necessary to comply with applicable laws, including to continue to qualify the amounts payable hereunder as performance-based compensation under Section 162(m), or applicable rules of a stock exchange on which Al...coa Corporation's shares are traded. View More

Amendment and Termination. Subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) of the Code, the Compensation Committee may terminate the Plan at any time, for any and no reason, and may also amend the Plan in order to reduce the amount of any Executive's bonus payments at any time, for any or no reason.

Amendment and Termination. Valmont, by action of the Board or the Committee, may amend or terminate this Plan at any time, provided, however, this Plan shall not be amended or terminated to eliminate or reduce any Participant's Fees Account balance of the Participants therein at the time of the amendment or termination or to reduce the vesting of a Participant; provided, further, Board approval is required for (i) termination of the Plan, or (ii) an amendment that significantly increases the cost of the Plan as a percenta...ge of Participants' Compensation; and provided, further, upon Plan termination the Plan will accelerate distributions only if such acceleration does not violate Code § 409A. View More

Amendment and Termination. The Bank shall have the right at any time to modify, alter or amend this Plan, in whole or in part, provided that the amendment shall not reduce any Participant's interest in the Plan, calculated as of the date on which the amendment is adopted. Upon Plan termination, the Bank may accelerate the distribution of Retirement Account balances only in accordance with the requirements of Section 409A and the regulations issued thereunder. Bank reserves the right to change this Plan, including reducing... any Participant's interest in this Plan in order to make such Plan compliant with Section 409A. View More

Amendment and Termination. This Plan may be amended, modified or terminated by the Board of Directors at any time. EX-10.1 2 v383596_ex10-1.htm EXHIBIT 10.1 Brainstorm Cell Therapeutics Inc. Second Amended and Restated Director Compensation Plan (adopted July 9, 2014) 1. Purpose. In order to attract and retain highly qualified individuals to serve as members of the Board of Directors of Brainstorm Cell Therapeutics Inc. (the "Corporation"), the Corporation has adopted this Brainstorm Cell Therapeutics Inc. Second Amended ...and Restated Director Compensation Plan (the "Plan"), effective on the day that it is adopted by the Board of Directors of the Corporation. This Plan amends and restates in its entirety the Amended and Restated Director Compensation Plan dated December 31, 2013, with effect from the date hereof. View More

Amendment and Termination. The Committee may amend, alter, suspend, discontinue, or terminate the STIP or any portion thereof at any time; provided, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Other Cash-Based Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.