(ix) To approve forms of Award all unvested Other Stock-BasedAgreements for use under the Plan and to amend the terms of any one or more Awards, shall be immediately forfeited, and (B)including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the event the Participant engages in Detrimental Activity during the one year period after any vesting of such Other Stock-Based Award the Committee shall be entitled to recover from the Participant (at any time within the one-year period after such engagement in Detrimental Activity) an amount equalAgreement, subject to any gain the Participant realized from any Other Stock-Based Award that had vestedspecified limits in the period referredPlan that are not subject to above. Unless otherwise determined by the Committee in the applicable Award agreement, this Section 8.2(e) shall cease to apply upon a Change in Control.
(f) Price. Common Stock issued on a bonus basis under this Article VIII may be issued for no cash consideration; Common Stock purchased pursuant to a purchase right awarded under this Article VIII shall be priced as determined by the Committee.
(g) Termination. UponBoard discretion; provided however, that, a Participant’s Termination forrights under any reason duringAward will not be Materially Impaired by any such amendment unless (1) the Performance Period,Company requests the Other Stock-Based Awards will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant or, if no rightsconsent of the affected Participant, are reduced, thereafter.and (2) such Participant consents in writing.
ARTICLE IX
CHANGE IN CONTROL PROVISIONS
9.1 Change in Control. (x)In Generally, to exercise such powers and to perform such acts as the event of a Change in ControlBoard deems necessary or expedient to promote the best interests of the Company except as otherwise provided by the Committeeand that are not in an Award agreement or otherwise in writing, a Participant’s unvested Award shall not vest and a Participant’s Award shall be treated in accordance with one of the following methods as determined by the Committee:
(a) Awards, whether or not then vested, may be continued, assumed, have new rights substituted therefor or be treated in accordance with Section 4.2(d), and Restricted Stock or other Awards may, where appropriate in the discretion of the Committee, receive the same distribution as other Common Stock on such terms as determined by the Committee; provided that, the Committee may decide to award additional Restricted Stock or any other Award in lieu of any cash distribution. Notwithstanding anything to the contrary herein, any assumption or substitution of Incentive Stock Options shall be structured in a manner intended to complyconflict with the requirements of Treasury Regulation §1.424-1 (and any amendments thereto).
(b) Awards may be canceled in exchange for an amount of cash equal to the Change in Control Price (as defined below) per share of Common Stock covered by such Awards), less, in the case of an Appreciation Award, the exercise price per share of Common Stock covered by such Award. The “Change in Control Price” means the price per share of Common Stock paid in the Change in Control transaction.
(c) Appreciation Awards may be cancelled without payment, if the Change in Control Price is less than the exercise price per share of such Appreciation Awards.
Notwithstanding anything else herein, the Committee may provide for accelerated vesting or lapse of restrictions, of an Award at any time.
ARTICLE X
TERMINATION OR AMENDMENT OF PLAN
Notwithstanding any other provisionprovisions of the Plan but subjector Awards.
(xi) To adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by, or take advantage of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any necessary TSX approval,Award Agreement to ensure or facilitate compliance with the Board, orlaws of the Committee (to the extent permitted by law), mayrelevant foreign jurisdiction).
(xii) To effect, at any time and from time to time, amend,subject to the consent of any Participant whose Award is Materially Impaired by such action, (1) the reduction of the exercise price (or strike price) of any outstanding Option or SAR; (2) the cancellation of any outstanding Option or SAR and the grant in wholesubstitution therefor of (A) a new Option, SAR, Restricted Stock Award, RSU Award or in part,Other Award, under the Plan or another equity plan of the Company, covering the same or a different number of shares of the Common Stock, (B) cash and/or (C) other valuable consideration (as determined by the Board); or (3) any other action that is treated as a repricing under generally accepted accounting principles.
(c) Delegation to Committee.
(i) General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to another Committee or a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, (includingas may be adopted from time to time by the Board. Each Committee may retain the authority to concurrently administer the Plan with Committee or subcommittee to which it has delegated its authority hereunder and may, at any amendment deemed necessarytime, revest in such Committee some or advisableall of the powers previously delegated. The Board may retain the authority to ensure thatconcurrently administer the Company may complyPlan with any regulatory requirement referredCommittee and may, at any time, revest in the Board some or all of the powers previously delegated.
(ii) Rule 16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that is available under Rule 16b-3 under the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) under the Exchange Act and thereafter any action establishing or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for such exemption to remain available.
(d) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board or any Committee in Article XII or Section 409A), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, maygood faith will not be reduced insubject to review by any material respect withoutperson and will be final, binding and conclusive on all persons.
(e) Delegation to an Officer. The Board or any Committee may delegate to one or more Officers the consent of such Participant and, provided further, without the approvalauthority to do one or both of the holdersfollowing (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the Company’s Common Stock entitledextent permitted by Applicable Law, other types of Awards) and, to vote in accordance with applicable lawthe extent permitted by Applicable Law, the terms thereof, and if applicable, Disinterested Shareholder Approval, no amendment may be made that would (a) increase(ii) determine the aggregate number of shares of the Common Stock to be subject to such Awards granted to such Employees; provided, however, that the resolutions or charter adopted by the Board or any Committee evidencing such delegation will specify the total number of shares of the Common Stock that may be issued undersubject to the Plan (exceptAwards granted by operationsuch Officer and that such Officer may not grant an Award to himself or herself. Any such Awards will be granted on the applicable form of Section 4.2); (b) change the classification of individuals eligible to receive Awards under the Plan; (c) extend the maximum term of Options; (d) other than adjustments or substitutions in accordance with Section 4.2, amendAward Agreement most recently approved for use by the