Amendment or Discontinuance of the Plan. The Board may, at any time, terminate, discontinue, amend, modify or suspend the Plan in whole or in part. No Options may be granted during any suspension of this Plan or after termination of this Plan, but the Committee shall retain jurisdiction as to Options then outstanding in accordance with the terms of this Plan. Notwithstanding the foregoing, no such termination, suspension, modification, discontinuance or amendment shall materially impair the rights of any holder of an outstanding Option without the consent of such holder; provided, however, that the Board or Committee shall have broad authority to amend the Plan or any Option granted under the Plan without the consent of the holder thereof to the extent necessary or desirable to comply with, or take into account changes in, applicable tax laws, securities laws, accounting rules, employment laws and other applicable laws, rules and regulations.
Amendment or Discontinuance of the Plan. (1) The Board may amend the Plan or any Award at any time without the consent of the Participants provided that such amendment shall:
(a) not adversely alter or impair any Award previously granted except as permitted by the provisions of Article 6 hereof;
(b) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the Stock Exchange; and
(c) be subject to shareholder approval, where required by law, the requirements of the Stock Exchange or the provisions of the Plan, provided that shareholder approval shall not be required for the following amendments and the Board may make any such amendments:
(i) amendments of a general "housekeeping" or clerical nature that, among others, clarify, correct or rectify any ambiguity, defective provision, error or omission in the Plan;
(ii) changes that alter, extend or accelerate the terms of vesting or settlement applicable to any Award;
(iii) any amendment regarding the administration of this Plan;
(iv) any amendment necessary to comply with applicable law or the requirements of the Stock Exchange or any other regulatory body having authority over the Corporation, this Plan or the shareholders of the Corporation (provided, however, that any Stock Exchange shall have the overriding right in such circumstances to require shareholder of any such amendments); and
(v) any other amendment that does not require the shareholder approval under Section 6.2(2).
(2) Notwithstanding Section 6.2(1)(c), the Board shall be required to obtain shareholder approval to make the following amendments:
(a) any amendment to the category of persons eligible to participate under this Plan;
(b) any change to the maximum number or percentage, as the case may be, of Shares issuable from treasury under the Plan, except such increase by operation of Section 2.5 and in the event of an adjustment pursuant to Article 6;
(c) any amendment that would permit the introduction or reintroduction of Non-Employee Directors as Eligible Participants on a discretionary basis or any amendment that increases the limits previously imposed on Non-Employee Director participation;
(d) any amendment regarding the effect of termination of a Participant's employment or engagement;
(e) any amendment to add or amend provisions relating to the granting of cash-settled awards, provision of financial assistance or clawbacks and any amendment to a cash- settled award, financial assistance or clawbacks provisions whi...
Amendment or Discontinuance of the Plan. (a) Prior to a Change of Control Transaction or Initial Public Offering, the Board may amend or terminate this Plan at any time and from time to time with the consent of a majority of the Eligible Employees hereunder; provided that consent shall not be required for any amendment that does not materially impair the rights or interests of an Eligible Employee under this Plan. On or after a Change of Control Transaction or Initial Public Offering, the Board may not amend the Plan in a manner that materially impairs a Participant’s rights to or interest in an Exit Bonus without the Participant’s written consent.
(b) Notwithstanding the foregoing, unless a Change of Control Transaction or Initial Public Offering has occurred, this Plan shall terminate on the date immediately preceding the 5th anniversary of its effective date, unless the Plan is terminated earlier by the Board in accordance with Section 8(a) above.
(c) Notwithstanding anything herein to the contrary, each Eligible Employee hereby acknowledges and agrees that the Employer and Xxxxxx may amend, waive and/or terminate all or part of the Radius Letter Agreement at any time hereafter in their sole discretion.
Amendment or Discontinuance of the Plan. The Board shall have the right to amend, modify, or terminate the Plan at any time without notice, provided that no employee's existing rights under any offering already made under Section 4 hereof may be adversely affected thereby, and provided further that no such amendment of the Plan shall, except as provided in Section 20, increase above 6,750,000 the total number of shares to be offered unless shareholder approval is obtained therefor.
Amendment or Discontinuance of the Plan
