Other Stock-Based Awards. (a)Grant. The Committee shall have the right to grant other Awards that may include, without limitation, the grant of Shares based on attainment of performance goals established by the Committee, the payment of Shares as a bonus or in lieu of cash based on attainment of performance goals established by the Committee, and the payment of Shares in lieu of cash under other Company incentive or bonus programs. (b)Period of Restriction. Except as otherwise provided in a Participant's Award Agreement,
... upon a termination of employment or, pursuant to Section 17, in the event of a Participant's Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, Awards granted pursuant to this Section 11 shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement). However, in no event will the vesting of an Award granted pursuant to this Section 11 occur within one year of the date of grant, except that we will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of Common Stock still available for grant on April 30, 2015. Notwithstanding the above, the payment of Shares in lieu of cash under other Company incentive or bonus programs shall not be subject to the minimum Period of Restriction limitations described above. (c)Payment of Other Stock-Based Awards. Subject to Section 11(b) hereof, payment under or settlement of any such Other Stock-Based Awards shall be made in such manner and at such times as the Committee may determine. The Committee may provide that settlement of Other Stock-Based Awards shall be deferred, on a mandatory basis or at the election of the Participant. (d)Termination of Employment or Service. The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards following termination of the Participant's employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination of employment or service.
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Other Stock-Based Awards. (a)Grant. The Committee
shall have has the right to grant
other Other Stock-Based Awards that may include, without limitation,
(i) the grant of Shares based on attainment of performance
goals goal(s) established by the Committee,
(ii) the payment of Shares as a bonus or in lieu of cash based on attainment of performance
goals goal(s) established by the Committee, and
(iii) the payment of Shares in lieu of cash under other Company incentive or bonus programs. (b)Period of Restriction. Except as o
...therwise provided in a Participant's Award Agreement, upon a termination of employment or, or service or pursuant to Section 17, 19 in the event of a Participant's Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, Other Stock-Based Awards granted pursuant to this Section 11 shall 13 will have a minimum Period of Restriction of three years, one (1) year, which period may, at in the discretion of the Committee, Committee's discretion, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement). However, Agreement); provided, however, that in no event will the vesting of an Award granted pursuant Committee's discretion, up to this Section 11 occur within one year five percent (5%) of the date of grant, except that we will be entitled to make grants of any kind of Award Shares available for issuance under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% may have a shorter Period of the shares of Common Stock still available for grant on April 30, 2015. Restriction. Notwithstanding the above, the an Award of payment of in Shares in lieu of cash under other Company incentive or bonus programs shall will not be subject to the minimum Period of Restriction limitations described above. (c)Payment above and will not be applied against or included when calculating the 5% limitation in the previous sentence. 13EXHIBIT 10.1 (c)Other Company Programs. Notwithstanding subsection (b) above, an Award that is payable in Shares in lieu of cash under another Company incentive or bonus program (and not this Plan) will not be subject to any Period of Restriction. (d)Payment of Other Stock-Based Awards. Subject to Section 11(b) hereof, 13(b), payment under or settlement of any such Other Stock-Based Awards shall will be made in such manner and at such times as the Committee may determine. determines. The Committee may provide that settlement of Other Stock-Based Awards shall will be deferred, on a mandatory basis or at the election of the Participant. (d)Termination Participant, pursuant to a deferred compensation plan designed to comply with Code Section 409A. (e)Termination of Employment or Service. The Committee shall will determine the extent to which the Participant shall will have the right to receive Other Stock-Based Awards following termination of the Participant's employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such Those provisions shall will be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination of employment or service.
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Other Stock-Based Awards.
(a)Grant. (a) Grant. The Committee shall have the right to grant other Awards that may include, without limitation, the grant of Shares based on attainment of performance goals established by the Committee, the payment of Shares as a bonus or in lieu of cash based on attainment of performance goals established by the Committee, and the payment of Shares in lieu of cash under other Company incentive or bonus programs.
(b)Period of Restriction. Except as otherwise provided in a Participant's Award... Agreement, upon a termination of employment or, pursuant to Section 17, in the event of a Participant's Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, (b) Restrictions. The Committee shall impose such conditions and/or restrictions on Other Stock-Based Awards granted pursuant to this Section 11 shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement). However, in no event will the vesting of an Award granted pursuant to this Section 11 occur within one year of the date of grant, except that we will be entitled to make grants of any kind of Award under the Plan as it may deem advisable including, without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of Common Stock still available limitation, a requirement that Participants pay a stipulated purchase price for grant on April 30, 2015. Notwithstanding the above, the payment of Shares in lieu of cash under other Company incentive or bonus programs shall not be each Share subject to the Award, time-based restrictions requiring a minimum Period period of Restriction limitations described above. (c)Payment service as a condition of vesting in any or all Shares subject to the Award, and/or restrictions under Applicable Laws or under the requirements of any stock exchange or market, or holding requirements or sale restrictions placed on any Shares issued by the Company upon vesting and in settlement of Other Stock-Based Awards. Subject to Section 11(b) hereof, payment under or settlement 8 (c) Payment of Other Stock-Based Awards. Settlement of any such Other Stock-Based Awards shall be made in such manner and at such times as the Committee may determine. The Committee may provide that settlement of Other Stock-Based Awards shall be deferred, either on a mandatory basis or at the election of the Participant. (d)Termination Shares issued upon settlement shall be subject to such continuing restrictions as shall be provided in a Participant's Award Agreement. (d) Termination of Employment or Service. The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards following termination of the Participant's employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination of employment or service.
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Other Stock-Based Awards.
(a)Grant. (a) Grant. The Committee shall have the right to grant other Awards that may include, without limitation, the grant of Shares based on attainment of
performance goals Performance Measure(s) established by the Committee, the payment of Shares as a bonus or in lieu of cash based on attainment of
performance goals Performance Measure(s) established by the Committee, and the payment of Shares in lieu of cash under
any Company incentive, bonus or other
Company incentive or bonus programs. (...b)Period compensation program. (b) Award Agreement. Other Stock-Based Awards may be evidenced by an Award Agreement that specifies Period(s) of Restriction, if any, the number of Shares to be awarded, applicable Performance Period(s) and Performance Measure(s), if any, the nature of other applicable vesting conditions and/or restrictions on transferability, and such other provisions as the Committee shall determine. (c) Period of Restriction. Except as otherwise provided hereinafter, or in a Participant's Award Agreement, Agreement upon a termination of employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries, or pursuant to Section 17, 19 in the event of a Participant's Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, Awards granted pursuant to this Section 11 12 shall have a minimum Period of Restriction of three years, one (1) year, which period may, at the discretion of the Committee, lapse in stages over such period on a pro-rated, graded, or cliff basis (as specified in an Award Agreement). However, in no event will the vesting of an Award granted pursuant to this Section 11 occur within one year of the date of grant, except that we will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of Common Stock still available for grant on April 30, 2015. Agreement.) Notwithstanding the above, the an Award of payment of Shares in lieu of cash under a Company incentive, bonus or other Company incentive or bonus programs compensation program shall not be subject to the minimum Period of Restriction limitations described above. (c)Payment (d) Payment of Other Stock-Based Awards. Subject to Section 11(b) 12(c) hereof, payment under or settlement of any such Other Stock-Based Awards Award shall be made in such manner and at such times as the Committee may determine. specify in the Award Agreement for such Other Stock-Based Award. The Committee may provide that settlement of Other Stock-Based Awards shall be deferred, on a mandatory basis or at the election of the Participant. (d)Termination (e) Termination of Employment or Service. The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards following termination of the Participant's employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination of employment or service.
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Other Stock-Based Awards.
(a)Grant. (a) Grant. The Committee shall have the right to grant other Awards that may include, without limitation, the grant of Shares based on attainment of performance goals established by the Committee, the payment of Shares as a bonus or in lieu of cash based on attainment of performance goals established by the Committee, and the payment of Shares in lieu of cash under other Company incentive or bonus programs.
(b)Period (b) Period of Restriction. Except
as otherwise provided in a Particip...ant's Award Agreement, upon a termination of employment or, pursuant to Section 17, in the event of a Participant's Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, Awards granted pursuant to this Section 11 shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement). However, in no event will the vesting of an Award granted pursuant to this Section 11 occur within one year of the date of grant, except that we the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares maximum number of Common Stock still available Shares authorized for grant on April 30, 2015. issuance under the Plan. Notwithstanding the above, the payment of Shares in lieu of cash under other Company incentive or bonus programs shall not be subject to the minimum Period of Restriction limitations described above. (c)Payment (c) Payment of Other Stock-Based Awards. Subject to Section 11(b) hereof, payment under or settlement of any such Other Stock-Based Awards shall be made in such manner and at such times as the Committee may determine. The Committee may provide that settlement of Other Stock-Based Awards shall be deferred, on a mandatory basis or at the election of the Participant. (d)Termination (d) Termination of Employment or Service. The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards following termination of the Participant's employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination of employment or service. (e) Dividends and Dividend Equivalents. At the discretion of the Committee, Other Stock-Based Awards granted pursuant to the Plan may provide Participants with the right to receive Dividends or Dividend Equivalents, which shall be credited to an account for the Participants, and may be settled in cash and/or Shares, as determined by the Committee in its sole discretion, subject in each case to the same restrictions on transferability and forfeitability as the underlying Other Stock-Based Awards. Any such Dividends or Dividend Equivalents shall be paid if and when the underlying Other Stock-Based Awards vest and are settled.
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