stock splits, reverse stock splits, recapitalizations, reorganizations, mergers,
consolidations, combinations, exchanges, or other relevant changes in capitalization, appropriate equitable adjustments or substitutions will generally be made to the various limits under, and the share terms of, the 2016 Plan and the awards granted
thereunder. In addition, in the event of certain mergers, the sale of all or substantially all of our assets or our reorganization or liquidation, the Committee may cancel outstanding awards and cause participants to receive, in cash, stock, or a
combination thereof, the value of the awards.
Amendments
Our Board of Directors may amend, suspend, or terminate the 2016 Plan or awards thereunder at any time, provided that amendments
to the 2016 Plan will not be effective without Shareholder approval if such approval is required by applicable law or stock exchange requirements and amendments to awards without participant approval generally may not impair the participants
rights under the award. In addition, under the terms of the 2016 Plan, the Company generally may only reduce the exercise price of an option or stock appreciation right, or cancel outstanding option and stock appreciation rights in exchange for
cash, other awards or options or stock appreciation rights with a lower exercise price, with Shareholder approval.
Change in
Control under the 2016 Plan
Subject to the terms of an award agreement, in the event of a change in control, as
defined in the 2016 Plan, (i) any and all outstanding options and stock appreciation rights granted under the 2016 Plan shall become immediately exercisable unless such awards are assumed, converted, replaced, or continued by the continuing
entity; provided, however, that in the event of a participants termination of employment without cause or resignation for good reason within twenty-four (24) months following consummation of a change in control, any awards so assumed,
converted, replaced, or continued will become immediately exercisable; (ii) any restriction imposed on a restricted award or performance compensation award shall lapse unless such awards are assumed, converted, replaced, or continued by the
continuing
entity; provided, however, that in the event of a participants termination of employment without cause or resignation for good reason within twenty-four (24) months following
consummation of a change in control, the restrictions on any awards so assumed, converted, replaced, or continued shall lapse; and (iii) the portion of any and all performance compensation awards that remain outstanding following the occurrence
of a change in control shall be determined by applying actual performance from the beginning of the performance period through the date of the change in control using the performance formula to determine the amount of the payout or distribution
rounded to the nearest whole share of Common Stock. Notwithstanding the foregoing, if the change in control occurs prior to the end of a performance period for an award, the performance formula shall generally be adjusted to take into account the
shorter period of time available to achieve the performance goals.
The portion of an award that remains outstanding
following the occurrence of a change in control shall vest in full at the end of the performance period set forth in such award so long as the participants employment (or if the participant is a Director, service) with the Company or one of
its subsidiaries does not terminate until the end of the performance period. Notwithstanding the foregoing, such portion shall vest in full upon the earliest to occur of the following events: (i) the termination of the participant by the
Company without cause, (ii) the refusal of the continuing entity to assume, convert, replace, or continue the award, or (iii) the resignation of the participant for good reason.
Cause as used in the 2016 Plan generally means the employee has committed or pled guilty to a felony or a crime
involving moral turpitude, has engaged in conduct likely to result in harm to the Companys reputation, has been grossly negligent, has engaged in willful misconduct with respect to the Company, or violated federal or state securities laws.
Good reason as used in the 2016 Plan generally means a diminution of the participants duties or authority, any relocation of more than 50 miles, or a material reduction in salary.