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- The following are common types of benefits offered by employers:
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On Aug. Three days later, on Aug. Huber, the prosecutor, told U. District Judge Amy Totenberg in court Thursday that federal sentencing guidelines indicate a prison sentence between 15 and 21 months is appropriate. As part of a plea agreement, Huber said, the government has agreed to recommend a sentence at the lower end of that range. The judge is not bound by the plea agreement. Put options allow the holder to make a profit if the stock price drops. Participant must pay the Option Price i in cash or a cash equivalent acceptable to the Committee, ii by the surrender or attestation of ownership of Shares with an aggregate Fair Market Value based on the closing price of a share of common stock as reported on the New York Stock Exchange composite index on the Date of Exercise that is not less than the Option Price, iii by a combination of cash and Shares or iv by net settlement of the Option in the manner designated by the Committee.
Not all forms and methods of payment are available in every country. Except as restricted by applicable law, payment of the Option Price may be delayed in the discretion of the Committee to accommodate proceeds of sale of some or all of the Shares to which this grant relates. Except as provided in Subsections i , ii , iii or iv below, or Section 3, the Option will be forfeited and will not be exercisable after termination of Participant's employment with the Company or a Subsidiary.
The following are common types of benefits offered by employers:
Except as provided in Sections 3 or 4 below, if the termination of Participant's employment results from the Company's elimination of the position held by Participant as determined by the Committee , then Participant will continue to have the right to exercise the Option with respect to that portion of the Number of Shares for which the Option was vested and exercisable on the date of Participant's termination of employment and the remaining portion shall be forfeited and cancelled.
Except as provided in Subsection 2 d iv B below, the right to exercise the vested portion of the Option will continue until the earlier of the last day of the one-year period commencing on the date of termination of employment or the Expiration Date. Except as provided in Sections 3 or 4 below, if the termination of Participant's employment results from Participant's Retirement as such term is defined in the Plan from the Company or a Subsidiary other than for Cause , Participant will continue to vest in the Option in accordance with the original vesting schedule in Section 2 b above as if Participant had remained actively employed until the Final Vesting Date; provided, that upon Participant's death, all vesting will cease and the Option will be exercisable with respect to that portion of the Number of Shares for which the Option is vested and exercisable on the date of Participant's death and the remaining portion shall be forfeited and cancelled.
Except as provided in Section 2 d iv B below, Participant will continue to have the right to exercise the Option with respect to that portion of the Number of. Shares for which the Option is vested and exercisable from time to time until the earlier of the last day of the sixty 60 month period following Participant's Retirement or the Expiration Date.
Except as provided in Sections 3 or 4 below, if the Participant incurs a Disability as such term is defined in the Plan , then all unvested Shares subject to the Option shall immediately become vested and exercisable. Except as provided in Section 2 d iv B below, the right to exercise the vested portion of the Option will continue until the earlier of the last day of the sixty 60 month period following the last date of Participant's active employment or the Expiration Date.
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The right to exercise the Option will continue until the earlier of the last day of the sixty 60 month period following Participant's death or the Expiration Date. B If Participant dies following termination of employment and prior to the expiration of any remaining period during which the Option may be exercised in accordance with Subsections i , ii or iii above, or Section 3, the remaining period during which the Option will be exercisable by Participant's estate, or the person s to whom Participant's rights under this Agreement pass by will or the laws of descent and distribution will be the greater of a the remaining period under the applicable section or paragraph referred to above, or b six 6 months from the date of death; provided that under no circumstances will the Option be exercisable after the Expiration Date.
Change of Control. If Participant's employment with the Company or a Subsidiary terminates after the date on which the Change of Control occurs other than as a result of a termination by the Company or a Subsidiary for Cause, then Participant or, if applicable, Participant's estate or the person s to whom Participant's rights under this Agreement pass by will or the laws of.
Except as provided in Section 2 d iv B above or Section 4 below, that right may be exercised until the earlier of the last day of the sixty 60 month period following the termination of Participant's employment or the Expiration Date. The Committee, in its discretion, may terminate the Option upon a Change of Control; provided, however, that at least 30 days prior to the Change of Control, the Committee notifies Participant that the Option will be terminated and provides Participant, at the election of the Committee, either i a cash payment equal to the difference between the Fair Market Value of the vested Options including Options that would become vested upon the Change of Control as provided above and the Exercise Price for such Options, computed as of the date of the Change of Control and to be paid no later than three 3 business days after the Change of Control, or ii the right to exercise all vested Options including Options that would become vested upon the Change of Control as provided above immediately prior to the Change of Control.
Clawback Policy.
This Award shall be subject to the terms and conditions of any policy of recoupment or recovery of compensation adopted by the Company from time to time as such policy may be amended , and is further subject to the requirements of any applicable law with respect to the recoupment or recovery of incentive compensation. Participant hereby agrees to be bound by the requirements of this Section 4.
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The recoupment or recovery of such incentive compensation may be made by the Company or the Subsidiary that employed Participant. Termination for Cause. If Participant's employment with the Company or a Subsidiary is terminated for Cause, the Committee may, notwithstanding any other provision in this Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit this Option as of the date of termination for Cause.
Without limiting the generality of the foregoing, the Committee may also require Participant to pay to the Company any gain realized by Participant from the Shares subject to the Option during the period beginning six months prior to the date on which Participant engaged or began engaging in conduct that led to his or her termination for Cause. Non-Transferability of Option. Subject to any valid deferral election permitted by the Committee, the rights and privileges conferred under this Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by operation of law or otherwise except as permitted by the Plan.
Any attempt to do so contrary to the provisions hereof shall be null and void.
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Upon Participant's death, the Option may be transferred by will or by the laws of descent and distribution, in which case all of Participant's remaining rights under this Agreement must be transferred undivided to the same person or persons. During Participant's lifetime, only Participant or Participant's legal representative if Participant is incompetent may exercise the Option. Conditions to Exercise of Option and Issuance of Shares. The Shares deliverable to Participant upon the exercise of the Option hereunder may be either previously authorized but unissued Shares or issued Shares which have been reacquired by the Company.
The Company shall not be required to honor the exercise of the Option or issue any certificate or certificates for Shares prior to fulfillment of all of. No Rights as Shareholder. Except as provided in Sections 3 or 11, Participant shall not have voting, dividend or any other rights as a shareholder of the Company with respect to the unexercised Option. Upon exercise of a vested Option into Shares, Participant will obtain full voting and other rights as a shareholder of the Company with respect to such Shares.
The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon Participant, the Company, and all other interested persons.
No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement. Fractional Shares.
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Fractional shares will not be issued, and when any provision of this Agreement otherwise would entitle Participant to receive a fractional share, that fraction will be disregarded. Adjustments in Capital Structure. In the event of a change in corporate capitalization as described in Section 18 of the Plan, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Option and to the purchase price for such Shares or other stock or securities.
The Committee's adjustments shall be effective and final, binding and conclusive for all purposes of this Agreement. Prior to the. Alternatively, or in addition, if permissible under local law, the Company may 1 sell or arrange for sale of Shares that Participant acquires to meet the withholding obligations for Tax-Related Items, and or 2 withhold in Shares, provided that the amount to be withheld may not exceed the federal, state, local and foreign tax withholding obligations associated with the exercise of the Option to the extent needed for the Company to treat the Option as an equity award for accounting purposes and to comply with applicable tax withholding rules.
In addition, Participant shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant's participation in the Plan or Participant's purchase of Shares that cannot be satisfied by the means previously described.
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The Company may refuse to honor the exercise and refuse to deliver the Shares if Participant fails to comply with Participant's obligations in connection with the Tax-Related Items. Participant Acknowledgments and Agreements.
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