AMENDMENT AND DISCONTINUANCE. The Board may amend, suspend or discontinue the provisions of this Article II at any time or from time to time; provided that no action of the Board will cause this ISO not to comply with Section 422 of the Code unless the Board specifically declares such action to be made for that purpose; and, provided, further, that no such action may, without the approval of the shareholders of the Corporation, materially increase (other than by reason of an adjustment pursuant to Section 2.3(b) of the Plan) the maximum aggregate number of shares of Stock in the Plan Pool, or materially increase the benefits accruing to the Optionee. Moreover, no such action may alter or impair this Option without the consent of the applicable Optionee.
AMENDMENT AND DISCONTINUANCE. 5.1 The Employer expects to continue this Agreement indefinitely but reserves the right, acting through the Compensation Committee, to amend or discontinue it, except as provided in Section 9.3 hereof and provided, however, that a vested benefit can be affected without the Employee's consent only as set forth below, and subject to Article VIII hereof.
5.2 If the Compensation Committee should discontinue this Agreement, the Employer shall be obligated to continue to pay on the same schedule all benefits that have already commenced.
5.3 The Compensation Committee can terminate this Agreement at any time in its discretion without the Employee's consent, if the Employee has not had a Termination of Employment. In that event a benefit shall be paid, as set forth in Paragraph 5.4 below, to the Employee only if he is vested with respect to all or a portion of his benefits hereunder as of the date such action is taken.
5.4 In the event of the termination of this Agreement, the benefit under Paragraph 5.3 of this Article V shall be based on the Employee's Final Average Pay determined as of the date of termination of this Agreement. Nevertheless, the Annuity Starting Date, the retirement benefit, the discount (if any), and the form of the benefit, shall be determined in the normal way upon the Employee's Termination of Employment.
5.5 An amendment or discontinuance of this Agreement shall not result in the acceleration of the payment of a benefit hereunder, unless permitted by Section 409A. The Employer may terminate this Agreement and accelerate the payment of benefits under the conditions of Section 1.409A-3(h)(2)(viii) of the currently proposed regulations under Section 409A (or a successor provision) in the event of an arrangement termination in connection with a corporate dissolution or bankruptcy, in connection with a change of control event or in connection with a termination of all arrangements that would be aggregated with this Agreement under Section 409A.
AMENDMENT AND DISCONTINUANCE. The Board may at any time ----------- ---------------------------- alter, suspend, terminate or discontinue the Plan, subject to any applicable regulatory requirements and any required shareholder approval or any shareholder approval which the Board may deem advisable for any reason, such as for the purpose of obtaining or retaining any statutory or regulatory benefits under tax, securities or other laws or satisfying applicable stock exchange or quotation system listing requirements. The Board may not, without the consent of the SAR Recipient, make any alteration which would deprive the SAR Recipient of his rights with respect thereto.
AMENDMENT AND DISCONTINUANCE. The Committee shall have the right to amend or modify this Options or to terminate this Option at any time without notice provided that the Optionee's right are not thereby materially adversely affected and subject to any approvals required under the applicable rules of any stock exchange upon which the Common Shares of the Company are or may be listed.
AMENDMENT AND DISCONTINUANCE. No award of Units may be granted under this Article V after December 31, 2004. The Board may amend, suspend or discontinue the provisions of this Article V at any time or from time to time.
AMENDMENT AND DISCONTINUANCE. This Agreement may be amended or discontinued upon the affirmative vote of a majority of all the members of each Board of School Directors of each participating school district at a regular or special meeting of each Board, duly held for this purpose and the action thereof duly entered upon the Minutes of each Board of Directors, showing how each Director voted; provided, however, that notice thereof shall have been given in writing to each member at least 60 days prior to the date upon which initial action on the amendment or discontinuance is taken.
AMENDMENT AND DISCONTINUANCE. The Board may amend, suspend or discontinue the provisions of this Article VI at any time or from time to time. No such action may alter or impair any SAR previously granted under this Article VI without the consent of the applicable SAR Recipient.
AMENDMENT AND DISCONTINUANCE. The Board may amend, suspend or discontinue this Article IV at any time or from time to time; provided, that no such action of the Board shall alter or impair any rights previously granted to Holders under this Article IV without the consent of such affected Holders.
AMENDMENT AND DISCONTINUANCE. The Board may amend, suspend or discontinue the provisions of this Article III at any time or from time to time; provided that no action of the Board will cause ISOs granted under this Plan not to comply with Section 422 of the Code unless the Board specifically declares such action to be made for that purpose; and, provided, further, that no such action may, without the approval of the shareholders of the Company, materially increase (other than by reason of an adjustment pursuant to Section 2.3(b) hereof) the maximum aggregate number of shares of Stock in the Plan Pool, materially increase the benefits accruing to Eligible Employees or materially modify eligibility requirements for participation under this Article III. Moreover, no such action may alter or impair any Option previously granted under this Article III without the consent of the applicable Optionee.
AMENDMENT AND DISCONTINUANCE. The Board of Directors may from ---------- ---------------------------- time to time alter, suspend or discontinue the Plan, provided, however, that no -------- ------- such action shall materially impair the rights of an optionee without such optionee's consent, other than as provided by Section 8(d), and provided, -------- further, that no provision of Section 4, 5, or 7 hereof relating to Incentive ------- Stock Options shall be altered or amended without the approval of the stockholders of the Company.
