Award Eligibility and Limitations Clause Example with 29 Variations from Business Contracts
This page contains Award Eligibility and Limitations clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Award Eligibility and Limitations. Subject to this Article 6, Awards may be made under the Plan to (a) any Service Provider, as the Committee shall determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee. 6.2 Stand-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem ...with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control.View More
Variations of a "Award Eligibility and Limitations" Clause from Business Contracts
Award Eligibility and Limitations. Service Providers. Subject to this Article 6, Section 6.1, Awards may be made under the Plan to (a) any Service Provider, Provider as the Committee Board shall determine and designate from time to time, and (b) any other individual whose participation time in the Plan is determined its discretion. 6.2. Successive Awards. An eligible person may receive more than one Award, subject to be in the best interests of the Company by the Committee. 6.2 such restrictions as are provided herein. 6.3. Stand...-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an any Affiliate, or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an any Affiliate. Such additional, tandem, exchange, and substitute or Substitute exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party Board shall have the right to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such the new Award. Subject to Section 3.2, the Board shall have the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of the Company, any Affiliate, or Substitute Award. any business entity to be acquired by the Company or an Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but any Affiliate, in which the value of Stock subject to Section 3.4, the Option Price of Award is equivalent in value to the cash compensation (for example, Restricted Stock Units or Restricted Stock). Without limiting the foregoing, an Option or Award Agreement may be provided in the SAR Price form of a SAR notice which provides that is a Substitute Award may be less than one hundred percent (100%) acceptance of the Fair Market Value Award constitutes acceptance of a share all terms of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as and the Committee shall from time to time determine. notice. Award Agreements utilized under the Plan granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Non-qualified Stock Options or Incentive Stock Options, and, and in the absence of such specification, specification such Options options shall be deemed to constitute Nonqualified Non-qualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control.View More
Award Eligibility and Limitations. Service Providers Subject to this Article Section 6, Awards may be made under the Plan to (a) any Service Provider, Provider as the Committee shall Board may determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined time. 6.2. Successive Awards An eligible person may receive more than one Award, subject to be in the best interests of the Company by the Committee. 6.2 such restrictions as are provided herein. 6.3. Stand-Alone, Additional..., Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, Awards may be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an any Affiliate. Such additional, tandem, exchange, tandem or Substitute substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, award, the Board shall have the right to require the surrender of such other award in consideration for the grant of the new Award. Subject to the requirements of applicable law, the Board may make Awards in substitution or exchange for an any other award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but any Affiliate, in which the value of Shares subject to Section 3.4, the Option Price Award is equivalent in value to the cash compensation (for example, RSUs or Restricted Stock). 8 7. AWARD AGREEMENT The grant of an Option or the SAR Price of a SAR that is a Substitute any Award may be less than one hundred percent (100%) of contingent upon the Fair Market Value of a share of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by Grantee executing an appropriate Award Agreement, which shall be in such form or forms as the Committee Board shall from time to time determine. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance of all terms of the Plan and the notice. Award Agreements utilized under the Plan granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, and in the absence of such specification, specification such Options options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control.View More
Award Eligibility and Limitations. Service Providers. Subject to this Article Section 6, Awards may be made under the Plan to (a) any Service Provider, Provider as the Committee shall Board may determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined time. 7 6.2. Successive Awards. An eligible person may receive more than one Award, subject to be in the best interests of the Company by the Committee. 6.2 such restrictions as are provided herein. 6.3. Stand-Alone, Additi...onal, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, may be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an any Affiliate. Such additional, tandem, exchange, tandem or Substitute substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, award, the Board shall have the right to require the surrender of such other award in consideration for the grant of the new Award. Subject to the requirements of applicable law, the Board may make Awards in substitution or exchange for an any other award granted under another plan of the Company, an Affiliate, any Affiliate or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but any Affiliate, in which the value of Shares subject to Section 3.4, the Option Price of Award is equivalent in value to the cash compensation (for example, RSUs or Restricted Stock). Without limiting the foregoing, an Option or Award Agreement may be provided in the SAR Price form of a SAR notice which provides that is a Substitute Award may be less than one hundred percent (100%) acceptance of the Fair Market Value Award constitutes acceptance of a share all terms of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as and the Committee shall from time to time determine. notice. Award Agreements utilized under the Plan granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Non-qualified Stock Options or Incentive Stock Options, and, and in the absence of such specification, specification such Options options shall be deemed to constitute Nonqualified Non-qualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control.View More
Award Eligibility and Limitations. Subject to this Article 6, Section 6.1, Awards may be made under the Plan to (a) any Service Provider, Provider as the Committee Board shall determine and designate from time to time, and (b) any other individual whose participation time in the Plan is determined its discretion, provided that Incentive Stock Options may be granted only to be in the best interests employees of the Company by the Committee. 6.2 Stand-Alone, or any Subsidiary. 6.2.Successive Awards. An eligible person may receive m...ore than one Award, subject to such restrictions as are provided herein. 6.3.Stand-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an any Affiliate, or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, or (c) any other right of a Grantee Participant to receive payment from the Company or an any Affiliate. Such additional, tandem, exchange, and substitute or Substitute exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party Board shall have the right to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such the new Award. Subject to Section 3.2, the Board shall have the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of the Company, any Affiliate, or Substitute Award. any business entity to be acquired by the Company or an Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but any Affiliate, in which the value of Stock subject to Section 3.4, the Option Price of an Option Award is equivalent in value to the cash compensation (for example, Restricted Stock Units or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date, provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD Restricted Stock). 8 7.AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee Board shall from time to time determine. determine, not inconsistent with the terms of the Plan. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance of all terms of the Plan and the notice. Award Agreements utilized under the Plan granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Non-qualified Stock Options or Incentive Stock Options, and, and in the absence of such specification, specification such Options shall be deemed to constitute Nonqualified Non-qualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control.View More
Award Eligibility and Limitations. Subject to this Article Section 6, Awards may be made under the Plan to (a) any Service Provider, as the Committee shall determine and designate from time to time, time. 6.2 Limitation on Shares of Stock Subject to Awards to Non-Employee Directors. Subject to adjustment as provided in Section 16, the aggregate value of all Awards granted under the Plan and (b) all other cash compensation paid by the Company to any other Non-Employee Director in any calendar year shall not exceed Seven-Hundred Fi...fty Thousand Dollars ($750,000) (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes); provided, however, that such amount shall be One Million Dollars ($1,000,000) for the calendar year in which the applicable Non-Employee Director is initially elected or appointed to the Board. The Board may make exceptions to the foregoing limitations for individual whose participation Non-Employee Directors in extraordinary circumstances, as the Board may determine in its discretion, provided that the Non-Employee Director receiving such additional compensation may not participate in the Plan is determined decision to be award such compensation or in other contemporaneous compensation decisions involving Non-Employee Directors. Awards granted to an individual while he or she was serving in the best interests capacity as an Employee or a consultant or advisor to the Company or an Affiliate (but not a Non-Employee Director) will not count for purposes of the Company by the Committee. 6.2 limitations set forth in this Section 6.2. 13 6.3 Stand-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date, Date; provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Award Eligibility and Limitations. Subject to this Article Section 6, Awards may only be made under the Plan granted to (a) any Service Provider, as the Committee shall determine and designate from time to time, and (b) any other individual whose participation persons who are Eligible Employees described in the Plan is determined to be in the best interests Section 1.2 of the Plan, where the Award is an inducement material to the individual's entering into employment with the Company by or an Affiliate within the Committee. 6.2 S...tand-Alone, meaning of Rule 5635(c)(4) of the NASDAQ Marketplace Rules, provided however, that Awards may not be granted to Employees who are providing Service only to any "parent" of the Company, as such term is defined in Rule 405 of the Securities Act, unless (i) the stock underlying such Awards is treated as "service recipient stock" under Section 409A of the Code (for example, because the Awards are granted pursuant to a corporate transaction such as a spin off transaction), or (ii) the Company, in consultation with its legal counsel, has determined that such Awards are otherwise exempt from or comply with the distribution requirements of Section 409A of the Code. 6.2.Stand-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, 3.6, Awards granted under the Plan may, in the discretion of the Committee, Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) Award or any award granted under another plan of the Company, an any Affiliate, or any business entity that has been a party to a transaction with be acquired by the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an any Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee Board shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or grant of the Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments amounts payable under other plans of the Company or an any Affiliate. Notwithstanding Section 8.1 and Section 9.1, but subject to Section 3.4, 3.6, the Option Price of an Option or the SAR Exercise Price of a an SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date, provided that such Date; provided, that, the Option Price or SAR Exercise Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether that such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, nonqualified, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Stock Options. be nonqualified. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Award Eligibility and Limitations. Subject to this Article Section 6, Awards may be made under the Plan to (a) (i) any Service Provider, as the Committee shall will determine and designate from time to time, time and (b) (ii) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee. 6.2 Stand-Alone, 6.2Annual Limitations. Subject to adjustment as provided in Section 14, the maximum number of shares of Stock subject to Awards granted during a single calendar yea...r to any Outside Director, taken together with any cash fees paid to such Outside Director during the calendar year, shall not exceed six hundred thousand dollars ($600,000) in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes); provided that the foregoing limitation shall not apply to the extent that an Outside Director has been or becomes an Employee of the Company during the calendar year. 11 6.3Stand-Alone, Additional, Tandem, Tandem and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, exchange or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall will require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, 8.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) 100% of the Fair Market Value of a share of Stock on the original Grant Date, Date; provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option Option. 6.4Minimum Vesting Requirements. As of the Effective Date, and except with respect to a maximum of five percent (5%) of the Share Limit, (a) any Award (other than a Substitute Award) that vests on the basis of the Grantee's continued Service shall not provide for vesting which is any more rapid than vesting on the one (1)-year anniversary of the Grant Date, and (b) any Award (other than Substitute Awards) that vests upon the attainment of performance conditions shall provide for a performance period of at least twelve (12) months. Notwithstanding the preceding, the Committee may provide for the earlier vesting, exercisability, and/or settlement under any such Award (i) in the event of the Grantee's death or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan Disability or (ii) in connection with a Change in Control. The foregoing five percent (5%) limit shall be evidenced by an Award Agreement, which shall be in such form or forms as subject to adjustment consistent with the Committee shall from time to time determine. adjustment provisions of Section 14 and the share usage rules of Section 4.3. Award Agreements utilized employed under the Plan from time to time or at the same time need not contain similar provisions provisions, but shall will be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall an Option will specify whether such Options are the Option is intended to be a Nonqualified Stock Options Option or an Incentive Stock Options, Option, and, in the absence of such specification, such Options shall the Option will be deemed to constitute a Nonqualified Stock Options. Option. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Award Eligibility and Limitations. Subject to this Article 6, Awards may be made under the Plan to (a) any Service Provider, as the Committee shall determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee. 6.2 Non-Employee Director Compensation. The sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounti...ng Standards Codification Topic 718, or any successor thereto) of Awards granted to a Non-Employee Director as compensation for services as a Non-Employee Director during any fiscal year of the Company may not exceed $500,000, increased to $750,000 in the fiscal year in which the Plan's Effective Date occurs or in the fiscal year of a Non-Employee Director's initial service as a Non-Employee Director. The Committee may make exceptions to this limit for individual Non-Employee Directors in extraordinary circumstances, as the Committee may determine in its discretion, provided that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving Non-Employee Directors. 6.3 Stand-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date, Date; provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 13 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
Award Eligibility and Limitations. Subject to this Article 6, 6, Awards may be made under the Plan to (a) any Service Provider, Non-Employee Director, as the Committee shall determine and designate from time to time, and (b) time. 6.2 Limits. The maximum number of shares of Stock subject to Awards granted in a calendar year to any other individual whose participation in the Plan is determined to be in the best interests Non-Employee Director of the Company by the Committee. 6.2 is fifty thousand (50,000) shares of Stock. 6.3 Sta...nd-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 8.1 and Section 9.1, 9.1, but subject to Section 3.4, 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date, Date; provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive Stock Option and consistent with Code Section 409A for any other Option or any SAR. 14 7. AWARD AGREEMENT Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control. View More
