Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of the Plan and any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively (including after a Participant’s Termination); provided, that, other than pursuant to Section 11, any such waiver, amendment, alteration, suspension, discontinuance, cancellation, or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that without stockholder approval, except as otherwise permitted under Section 11 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that is greater than the intrinsic value (if any) of the cancelled Option or SAR; and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mosaic Acquisition Corp.), Agreement and Plan of Merger (APX Group Holdings, Inc.)
Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of the Plan and any applicable Award Agreementagreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, cancel or terminate, any Award theretofore granted or the associated Award Agreementagreement, prospectively or retroactively (including after a Participant’s Termination)retroactively; provided, that, other than pursuant to Section 11, provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that without stockholder approval, except as otherwise permitted under Section 11 12 of the this Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR; , (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike PriceSAR, as the case may be) or other another Award or cash payment that is greater than the intrinsic value (if any) of the cancelled Option or SAR; and (iii) the Committee may not take any other action which that is considered a “repricing” for purposes of the stockholder approval rules of any the applicable securities exchange or inter-dealer quotation system on which the securities of the Company Common Shares are listed or quoted.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Paperweight Development Corp), Equity Purchase Agreement (Hicks Acquisition CO II, Inc.)
