Termination and Amendment Contract Clauses (61)

Termination and Amendment. This Appendix shall continue in effect until terminated by the Board or the Restricted Stock Interests Committee. The Restricted Stock Interests Committee may at any time amend or otherwise modify the Appendix in such respects as it deems advisable; provided, however, that as to awards granted pursuant to written binding contracts in effect on November 2, 2017 and intended to qualify as "performance-based" compensation within the meaning of Section 162(m) of the Code (as in effect prior to the e...nactment of the Tax Cuts and Jobs Act) no such amendment or modification may be effective without Board approval or Company stockholder approval if such approval is necessary to comply with the requirements for qualified performance-based compensation under Section 162(m) of the Code (as in effect prior to the enactment of the Tax Cuts and Jobs Act). 21 EX-10.4.1 2 d756189dex1041.htm EX-10.4.1 EX-10.4.1 Exhibit 10.4.1 BENEFITFOCUS, INC. SECOND AMENDED AND RESTATED 2012 STOCK PLAN Approved by the Board: April 15, 2019 Approved by the Stockholders: May 31, 2019 1. Purpose. This Second Amended and Restated 2012 Stock Plan (the "Plan") is intended to provide incentives: (a) to employees of Benefitfocus, Inc., a Delaware corporation (the "Company"), or its parent (if any) or any of its present or future subsidiaries (collectively, "Related Corporations"), by providing them with opportunities to purchase Common Stock (as defined below) of the Company pursuant to options granted hereunder that qualify as "incentive stock options" ("ISOs") under Section 422 of the Internal Revenue Code of 1986, as amended, or any successor statute (the "Code"); (b) to directors, employees and consultants of the Company and Related Corporations by providing them with opportunities to purchase Common Stock of the Company pursuant to options granted hereunder that do not qualify as ISOs (Nonstatutory Stock Options, or "NSOs"); (c) to employees and consultants of the Company and Related Corporations by providing them with bonus awards of Common Stock of the Company ("Stock Bonuses"); and (d) to employees and consultants of the Company and Related Corporations by providing them with opportunities to make direct purchases of Common Stock of the Company ("Purchase Rights"); and (e) to employees and consultants of the Company and Related Corporations by providing them with the right to receive, without payment to the Company, a number of shares of Common Stock, cash, or any combination thereof determined pursuant to a formula specified herein ("SARs"). Both ISOs and NSOs are referred to hereafter individually as "Options," and Options, Stock Bonuses, Purchase Rights and SARs are referred to hereafter collectively as "Stock Rights." As used herein, the terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation," respectively, as those terms are defined in Section 424 of the Code. View More

Termination and Amendment. The Committee at any time may suspend or terminate this Plan and make such additions or amendments as it deems advisable under this Plan, except that it may not, without further approval by the Company's stockholders, (a) increase the maximum number of shares as to which Options may be granted under this Plan, except pursuant to Section 8 above or (b) extend the term of this Plan; provided that, subject to the other provisions hereof, the Committee may not change any of the terms of a written ag...reement with respect to an Option between the Company and the holder of such Option in a manner which would have a material adverse effect on the holder of such Option without the approval of the holder of such Option. No Options shall be granted or shares of Common Stock issued hereunder after the tenth anniversary of the Effective Date; provided that, if the term of this Plan is otherwise extended, no 7 Incentive Stock Options shall be granted hereunder after the tenth anniversary of the original Effective Date. View More

Termination and Amendment. This Agreement shall terminate immediately after the Retention Bonus is fully paid or after the Company determines that no Retention Bonus will be paid pursuant to the terms of this Agreement. This Agreement may be amended only by written agreement between the parties.

Termination and Amendment. (a) This Plan shall be effective upon approval by the shareholders of the Company, and shall terminate on the tenth anniversary of such date. It shall remain in full force and effect during such period unless earlier terminated by the Board of Directors, which shall have the power to amend, suspend, terminate or reinstate this Plan at any time, provided that no amendment which increases the number of shares of Stock subject to the Plan, modifies the category of Persons eligible for grants under ...the Plan, or materially adversely affects the availability of Rule 16b-3 with respect to this Plan, shall be made without shareholder approval. 4 (b) Without limiting the generality of the foregoing, the Board of Directors may (i) amend any limitations in this Plan if and when they are no longer required under Rule 16b-3 or Section 422 and (ii) amend the provisions of this Plan to assure its continued compliance with Rule 16b-3 and Section 422. View More

Termination and Amendment. Notwithstanding anything to the contrary in the Warrants Confirmations, Company and Dealer agree that, effective on the date hereof, (i) the Additional Warrants Transaction shall automatically terminate and all of the respective rights and obligations of the parties under the Additional Warrants Confirmation shall be terminated, cancelled and extinguished and (ii) the Number of Warrants under the Base Warrants Transaction shall be reduced to 3,641,455, and in connection therewith Company shall b...e required to pay to Dealer the Cash Settlement Amount on the Payment Date pursuant to Sections 3 and 4 below. View More