(7) to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment or service for purposes of Awards granted under the Plan;
(8) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;
(9) to prescribe, amend and rescind rules and regulations relating to sub-plans or addendums established for the purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix or appendices to the Plan or the applicable Award Agreement; and
(10) to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan.
(c) Notwithstanding the foregoing, but subject to Section 5 hereof, the Company may not, without first obtaining the approval of the Company’s shareholders, (i) amend the terms of outstanding Options or Share Appreciation Rights to reduce the Exercise Price or Base Price, as applicable, of such Options or Share Appreciation Rights, (ii) cancel outstanding Options or Share Appreciation Rights in exchange for Options or Share Appreciation Rights with an Exercise Price or Base Price, as applicable, that is less than the Exercise Price or Base Price of the original Options or Share Appreciation Rights or (iii) cancel outstanding Options or Share Appreciation Rights with an Exercise Price or Base Price, as applicable, that is above the current per share price, in exchange for cash, property or other securities.
(d) All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including the Company and the Participants. The Administrator’s determinations under the Plan (including without limitation, the selection of Participants, the form, amount and timing of Awards, the terms and provisions of Awards and the applicable Award Agreements, the modification or amendment of any award and the applicable Award Agreement, and the construction and interpretation of the terms and provisions of the Plan and any Award) need not be uniform and may be made by the Administrator selectively among Eligible Recipients or Participants whether or not such persons are similarly situated.
(e) The Administrator may, in its sole discretion, delegate its authority, in whole or in part, under this Section 3 (including, but not limited to, its authority to grant Awards under the Plan, other than its authority to grant Awards under the Plan to any Participant who is subject to reporting under Section 16 of the Exchange Act) to one or more officers of the Company, subject to the requirements of applicable law or any stock exchange on which the Shares are traded, and the Administrator may at any time rescind the authority so delegated or appoint a new delegatee.
Section 4.
| Shares Reserved for Issuance; Certain Limitations; Minimum Vesting Conditions; Director Compensation Limitation. |
(a) Subject to adjustment as provided in Section 5 hereof and the share counting provisions below, as of the Effective Date, the maximum number of Shares that may be issued pursuant to Awards granted under the Plan shall be 5,750,000, less one Share for every one Share subject to an Award granted under the Prior Plan after April 1, 2025 and prior to the Effective Date. Shares issued under the Plan may, in whole or in part, be treasury Shares, authorized but unissued Shares, or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. As of the Effective Date no additional awards may be granted under the Prior Plan.
(b) If any Shares subject to an Award (or, after April 1, 2025, Shares subject to an award previously granted under the Prior Plan) are forfeited, cancelled, exchanged, settled in cash, or surrendered or if an Award (or, after April 1, 2025, an award previously granted under the Prior Plan) otherwise terminates or expires without a distribution of Shares to the Participant, the Shares with respect to such Award (or, after April 1, 2025, an award previously granted under the Prior Plan) shall, to the extent of any such forfeiture, cancellation, exchange, cash settlement, surrender, termination or expiration, again be (or newly be, with respect to Prior Plan awards) available for Awards under the Plan.. Shares that are tendered or withheld to satisfy federal, state, or local tax withholding obligations with respect to an Award other than an Option or Share Appreciation Right (or, after April 1, 2025, an award other than an
