2006 EQUITY INCENTIVE PLAN
(As Amended May 30, 2008)
1.
Establishment,
Objectives and Duration.
(a)
Establishment of the Plan . Interactive Intelligence, Inc.
hereby establishes the 2006 Equity Incentive Plan
(“Plan”). The Plan is effective upon its approval by
the Company’s shareholders at the 2006 Annual Meeting
(“Effective Date”).
(b)
Objectives of the Plan . The Plan’s objectives are to
attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentives to
Participants, and to optimize the profitability and growth of the
Company through incentives that are consistent with the
Company’s goals and that link Participants’ personal
interests to those of the Company’s
shareholders.
(c)
Duration of the Plan . No Award may be granted under the
Plan after the day immediately preceding the 10 th
anniversary of the Effective Date. The Plan will remain in effect
with respect to outstanding Awards until no Awards remain
outstanding.
2.
Definitions.
As
used in the Plan, the following definitions will
apply:
(a)
“
Affiliate
” means any “parent corporation” or
“subsidiary corporation” of the Company, as those terms
are defined, respectively, in Code Sections 424(e) and
(f).
(b)
“
Applicable Law
” means the legal requirements relating to stock incentive
plans, if any, under applicable provisions of federal securities
laws, state corporate and securities laws, the rules and
regulations of any governing governmental agencies, the Code, and
the rules of any applicable stock exchange or national market
system.
(c)
“
Award ”
means, individually or collectively, Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Performance Shares, Performance
Units, and Other Stock-Based Awards granted under the
Plan.
(d)
“
Award
Agreement ” means an agreement entered into by the
Company and a Participant setting forth the terms and provisions
applicable to an Award.
(e)
“
Board ”
means the Board of Directors of the Company.
(f)
“
Cashless
Exercise ” means, to the extent permitted by
Applicable Law, a program approved by the Committee in which
payment of the applicable Exercise Price of an Option may be made
all or in part by delivery (on a form prescribed by the Committee)
of an irrevocable direction to a securities broker to sell Shares
and to deliver all or part of the sale proceeds to the Company in
payment of the aggregate Exercise Price and, if applicable, the
amount necessary to satisfy the Company’s withholding
obligations at the minimum statutory withholding rates, including,
but not limited to, U.S. federal and state income taxes, payroll
taxes, and foreign taxes, if applicable.
(g)
“
Cause ”
means, unless that term or an equivalent term is otherwise defined
with respect to an Award by the Participant's Award Agreement or by
a written contract of employment or service, any of the following:
(i) the Participant's theft, dishonesty, willful misconduct, breach
of fiduciary duty for personal profit, or falsification of any
Company documents or records; (ii) the Participant's material
failure to abide by the Company's code of conduct or other policies
(including, without limitation, policies relating to
confidentiality and reasonable workplace conduct); (iii) the
Participant's unauthorized use, misappropriation, destruction or
diversion of any tangible or intangible asset or corporate
opportunity of the Company (including, without limitation, the
Participant's
improper
use or disclosure of the Company's confidential or proprietary
information); (iv) any intentional act by the Participant that
has a material detrimental effect on the Company's reputation
or business; (v) any material breach by the Participant of any
employment, service, consulting, non-disclosure,
non-competition, non-solicitation or other similar agreement
between the Participant and the Company, which breach is not
cured pursuant to the terms of the applicable agreement; or
(vi) the Participant's conviction (including any plea of
guilty or nolo contendere) of any criminal act involving
fraud, dishonesty, misappropriation or moral turpitude, or
that impairs the Participant's ability to perform his or her
duties with the Company.
(h)
“
Change in
Control ” means the occurrence of one or more of the
following:
(i)
The
acquisition by any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act of the
“beneficial ownership” (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing fifty (50%) percent or more
of (A) the then outstanding shares of common stock of the Company,
or (B) the combined voting power of the Company’s then
outstanding voting securities; provided, however, that the
following acquisitions will not constitute a Change in Control:
(I) any acquisition directly from the Company (excluding an
acquisition by virtue of the exercise of a conversion privilege),
(II) any acquisition by the Company, or (III) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any entity controlled by
the Company;
(ii)
The
Company is party to a merger or consolidation, or series of related
transactions, that results in the voting securities of the Company
outstanding immediately prior thereto failing to continue to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity), directly or
indirectly, at least fifty (50%)
percent of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after
such merger or consolidation;
(iii)
the
sale or disposition of all or substantially all of the
Company’s assets, or consummation of any transaction, or
series of related transactions, having similar effect (other than
to a Subsidiary);
(iv)
A
change in the composition of the Board within any consecutive
two-year period, as a result of which fewer than a majority of the
directors are Incumbent Directors; or
(v)
The
liquidation or dissolution of the Company.
Notwithstanding
the preceding provisions of this Subsection or any other
provision of the Plan, with respect to any provision or
feature of the Plan that constitutes or provides for a
deferred compensation plan subject to Code Section 409A,
the term “Change in Control” means a change in the
ownership or effective control of the Company, or in the
ownership of a substantial portion of the assets of the
Company, within the meaning of Code Section 409A(a)(2)(A)(v)
and interpretive regulations.
(i)
“
Code ”
means the Internal Revenue Code of 1986, as amended, and its
interpretive regulations.
(j)
“
Committee
” means the Committee, as specified in Section 3(a),
appointed by the Board to administer the Plan; provided, however,
that, where appropriate, “Committee” also means (i) the
Board, which, pursuant to Section 3(b), administers the Plan with
respect to Non-Employee Directors; and (ii) any delegate of the
Committee that, pursuant to Section 3(d), has the authority to
grant Awards to Participants who are not subject to Section 16(b)
of the Exchange Act and who are not (and are not anticipated to be
during the term of the Award) “covered employees” under
Code Section 162(m).
(k)
“
Company
” means Interactive Intelligence, Inc., an Indiana
corporation, and any successor thereto as provided in
Section 23.
(l)
“
Continuous
Service ” means an Employee’s provision of
services in any capacity to the Company or any Affiliate that is
not interrupted or terminated. Continuous Service will not be
considered interrupted in the
case
of (i) any leave of absence approved by the Company or
(ii) transfers between locations of the Company or
between the Company, any Affiliate, or any successor. A leave
of absence approved by the Company may include medical leave,
military leave, or any other personal leave approved by an
authorized Company representative. For purposes of Incentive
Stock Options, no such leave may exceed 90 days, unless
reemployment upon expiration of the leave is guaranteed by
statute or contract.
(m)
“
Disability
” means the inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be
expected to last for a period of not less than 12
months.
(n)
“
Dividend
” means a dividend declared and paid on Shares subject to an
Award.
(o)
“
Employee
” means any employee of the Company or an
Affiliate.
(p)
“
Exchange
Act ” means the Securities Exchange Act of 1934, as
amended.
(q)
“
Exercise
Price ” means the price at which a Participant may
purchase a Share pursuant to an Option.
(r)
“
Fair
Market Value ” means, as of any date, the value of a
Share determined as follows:
(i)
Where
a public market exists for the Share, the Fair Market Value will be
(A) the closing sales price for a Share for the last market
trading day prior to the time of the determination (or, if no sales
were reported on that date, on the last trading date on which sales
were reported) on the New York Stock Exchange, the Nasdaq National
Market or the principal securities exchange on which the Share is
listed for trading, whichever is applicable, or (B) if the
Share is not traded on any such exchange or national market system,
the average of the closing bid and asked prices of a Share on the
Nasdaq Small Cap Market, in each case, as reported in The Wall
Street Journal or such other source as the Committee deems
reliable; or
(ii)
In
the absence of an established market for the Share of the type
described above, the Committee will determine the Share’s
Fair Market Value in good faith using a reasonable valuation
methodology, and that determination will be conclusive and binding
on all persons.
(s)
“
Freestanding
SAR ” means a SAR that is granted independently of any
Options, as described in Section 8.
(t)
“
Incentive
Stock Option ” or “ ISO ”
means an Option intended to qualify as an incentive stock option
within the meaning of Code Section 422.
(u)
“
Incumbent
Directors ” means directors who either (i) were
directors of the Company as of the Effective Date of this Plan, or
(ii) are elected, or nominated for election, to the Board with the
affirmative votes of a least a majority of those directors whose
election or nomination was not in connection with an actual or
threatened proxy contest related to the election of directors to
the Company.
(v)
“
Non-Employee
Director ” means any individual who is a member of the
Board of Directors of the Company or an Affiliate and who is not an
Employee.
(w)
“
Nonqualified Stock
Option ” means an Option that is not intended to meet
the requirements of Code Section 422.
(x)
“
Option ”
means an Incentive Stock Option or a Nonqualified Stock Option
granted under the Plan, as described in
Section 7.
(y)
“
Other
Stock-Based Award ” means a Share-based or
Share-related Award granted pursuant to
Section 13.
(z)
“
Participant
” means a current or former Employee, Non-Employee Director,
consultant of the Company or any other individual who the Committee
selects (or selected) to receive an Award.
(aa)
“
Performance-Based
Exception ” means the performance-based exception from
the tax deductibility limitations of Code
Section 162(m).
(bb)
“
Performance
Measure ” means any performance goal that the
Committee, in its discretion, may select from among any of the
following performance goals: total shareholder return, stock price,
net customer sales, volume, gross profit, gross margin, operating
profit, operating margin, earnings from continuing operations
before income taxes, earnings from continuing operations, earnings
per share from continuing operations, net operating profit after
tax, net earnings, net earnings per share, return on assets, return
on investment, return on equity, return on invested capital, cost
of capital, average capital employed, cash flow, cash flow from
operations, working capital, working capital as a percentage of net
customer sales, asset growth, asset turnover, market share, orders
received, days sales outstanding and operating unit
results.
(cc)
“
Performance
Period ” means the period during which a Performance
Measure or other performance goal must be met.
(dd)
“
Performance
Share ” means an Award granted to a Participant
pursuant to Section 11.
(ee)
“
Performance
Unit ” means an Award granted to a Participant
pursuant to Section 12.
(ff)
“
Period of
Restriction ” means the period during which Restricted
Stock, Restricted Stock Units or Other Stock-Based Awards are
subject to a substantial risk of forfeiture and are not
transferable, as provided in Sections 9, 10 and
13.
(gg)
“
Plan ”
means this Interactive Intelligence, Inc. 2006 Equity Incentive
Plan, as amended from time to time.
(hh)
“
Prior
Plans ” means the Interactive Intelligence, Inc. 1999
Stock Option and Incentive Plan and the Interactive Intelligence,
Inc. Outside Directors Stock Option Plan.
(ii)
“
Restricted
Stock ” means an Award granted to a Participant
pursuant to Section 9.
(jj)
“
Restricted Stock
Units ” means an Award granted to a Participant
pursuant to Section 10.
(kk)
“
Retirement
” means, with respect to an Employee, termination of
employment after attaining age 65, or such other age as the Company
specifies in its written policies.
(ll)
“
SEC ”
means the United States Securities and Exchange
Commission.
(mm)
“
Section
” means, except where used in direct reference to a provision
of the Code or the Exchange Act, a provision of this
Plan.
(nn)
“
Share ”
means a share of the Company’s common stock, par value $0.01
per share, subject to adjustment pursuant to
Section 18.
(oo)
“
Stock
Appreciation Right ” or “ SAR ”
means an Award granted to a Participant, either alone or in
connection with a related Option, pursuant to
Section 8.
(pp)
“
Subsidiary
” means any corporation in which the Company owns, directly
or indirectly, at least 50% of the total combined voting power of
all classes of stock, or any other entity (including, but not
limited to,
limited
liability companies, partnerships and joint ventures) in which
the Company owns, directly or indirectly, at least 50% of the
combined equity.
(qq)
“
Subsidiary
Disposition ” means the disposition by the Company of
its equity holdings in any Subsidiary effected by a merger or
consolidation involving that Subsidiary, the sale of all or
substantially all of the assets of that Subsidiary, or the
Company’s sale or distribution of substantially all of the
outstanding capital stock of that Subsidiary.
(rr)
“
Tandem
SAR ” means a SAR that is granted in connection with a
related Option, as described in Section 8.
(ss)
“
Voting
Securities ” means voting securities of the Company
entitled to vote generally in the election of
directors.
3.
Administration of the Plan.
(a)
The Committee . The Plan will be administered by the
Compensation and Stock Option Committee of the Board or such other
committee (“Committee”) as the Board selects consisting
of two or more members of the Board each of whom is intended to be
a “non-employee director” within the meaning of
Rule 16b-3 (or any successor rule) of the Exchange Act, an
“outside director” under regulations promulgated under
Code Section 162(m), and an “independent director”
under Nasdaq Stock Market or other applicable exchange listing
standards. The members of the Committee will be appointed from time
to time by, and will serve at the discretion of, the
Board.
(b)
Board as the Committee . Notwithstanding subsection (a)
above, the Board will constitute the Committee and administer the
Plan with respect to Non-Employee Directors, determine the terms of
Awards, and their related Award Agreements, to Non-Employee
Directors, and grant Awards to Non-Employee Directors.
(c)
Authority of the Committee . Subject to Applicable Law and
the Plan’s provisions, and except as the Board may provide
otherwise, the Committee will have full, final and discretionary
authority to take all actions it determines necessary to administer
the Plan, including, without limitation, the following
actions:
(i)
select
the individuals to whom Awards may from time to time be granted
under the Plan;
(ii)
determine
whether and to what extent Awards are granted under the
Plan;
(iii)
determine
the size, type, terms, and conditions of any Awards granted under
the Plan;
(iv)
approve
forms of Award Agreements for use under the Plan;
(v)
establish
Performance Measures or other performance goals for any Performance
Period and determine whether those goals were
satisfied;
(vi)
amend
the terms of any outstanding Award granted under the Plan in the
event of a Participant’s termination of employment or service
or in the event of a Change in Control, provided that, except as
otherwise provided in Section 19, no such amendment will
reduce the Exercise Price of outstanding Options or the grant price
of outstanding SARs without the approval of the shareholders of the
Company, and provided further, that any amendment that would
adversely affect the Participant’s rights under an
outstanding Award will not be made without the Participant’s
written consent;
(vii)
construe
and interpret the terms of the Plan and any Award Agreement entered
into under the Plan, and decide all questions of fact arising in
the application of the Plan and any Award Agreement;
and
(viii)
take
such other action, not inconsistent with the Plan’s terms, as
the Committee deems appropriate.
(d)
Delegation of Authority . As permitted by Applicable Law,
the Committee may delegate, to one or more officers of the Company,
its authority, including the power and authority to make Awards to
Participants who are not subject to Section 16(b) of the Exchange
Act and who are not (and are not anticipated to be during the term
of the Award) “covered employees” under Code Section
162(m), pursuant to such conditions and limitations as the
Committee may establish. The Committee may delegate authority
pursuant to this provision only by resolution or other valid action
it reflects in writing.
(e)
Effect of Committee’s Decision . The Committee’s
decisions, determinations and interpretations will be final,
binding and conclusive on all persons, including the Company, its
Subsidiaries, Employees, Non-Employee Directors, consultants, other
Participants and their estates and beneficiaries.
4.
Shares Subject to the Plan; Effect of Grants; Individual
Limits.
(a)
Number of Shares Available for Grants . Subject to
adjustment as provided in Section 18, the maximum number of
Shares that may be issued pursuant to Awards under the Plan shall
be (i) 2,150,000 Shares, plus (ii) up
to 320,000 Shares available for issuance under the Prior Plans, as
previously approved by the shareholders of the Company, as of the
Effective Date, but that are not underlying any outstanding stock
options or other awards under the Prior Plans as of the Effective
Date, plus (iii) any
Shares allocable to outstanding stock options or other awards under
the Prior Plans as of the Effective Date to the extent that on or
after the Effective Date such stock options or other awards expire,
are forfeited or otherwise terminate unexercised; provided,
however, that in no event shall the maximum number of Shares issued
pursuant to Awards under the Plan exceed 5,850,933 Shares (which is
the sum of 2,150,000 Shares set forth above, plus the number of
Shares available for issuance under the Prior Plans as of the
Effective Date, plus the aggregate number of shares subject to
options previously granted and outstanding under the Prior Plans as
of the Effective Date). From and after the Effective Date, no
further grants or awards shall be made under the Prior Plans;
however, grants or awards made under the Prior Plans before the
Effective Date shall continue in effect in accordance with their
terms.
(b)
Limit on Awards of Incentive Stock Options . Subject to
adjustment as provided in Section 18, the maximum aggregate
number of Shares that may be delivered in connection with Incentive
Stock Options under the Plan will not exceed 1,500,000
Shares.
(c)
Limits on Awards to Individual Participants . Subject to
adjustment as provided in Section 18, the following rules will
apply with respect to Awards to individual
Participants:
(i)
Total Limit : The maximum aggregate number of Shares that
can be granted to any one Participant in a particular calendar year
pursuant to any and all Awards is 100,000 Shares.
(ii)
Incentive Stock Options : The maximum aggregate number of
Shares with respect to which Incentive Stock Options may be granted
in any particular calendar year to any one Participant is 100,000
Shares.
(iii)
Restricted Stock and
Restricted Stock Units : The maximum aggregate number of
Shares of Restricted Stock and Shares with respect to which
Restricted Stock Units may be granted in a particular calendar year
to any one Participant is 50,000 Shares.
(iv)
Performance Shares and Performance Units : The maximum
aggregate number of Performance Shares that may be granted in a
particular calendar year to any one Participant is 50,000 Shares,
and the maximum aggregate compensation that can be paid pursuant to
Performance Units awarded in any one calendar year to any one
Participant is $250,000 or a
number of Shares having an aggregate Fair Market Value not in
excess of that amount.
(d)
Forfeited Shares . If Awards are forfeited or terminated for
any reason before being exercised, fully vested, or settled, then
the Shares underlying those Awards will cease to count against the
limitations in subsections (a) and (b) and will become available
for Awards under the Plan.
(e)
Shares for Withholding Obligations . Any Shares subject to
any Award that are withheld or otherwise not issued upon exercise
of any Award to satisfy the Participant’s withholding
obligations or in payment of any subscription price or the Exercise
Price, and Shares subject to an Award (or any portion of an Award)
that is settled in cash in lieu of settlement in Shares, will
reduce the number of Shares available for grant under the
limitations in subsections (a) and (b).
(f)
Awards Settled in Cash . Awards valued by reference to
Shares that may be settled in equivalent cash value will count
against the limitations in this Section 4 to the same extent as if
settled in Shares.
5.
Eligibility and Participation.
(a)
Eligibility . Employees, Non-Employee Directors, consultants
of the Company and other individuals are eligible to participate in
the Plan.
(b)
Actual Participation . Subject to the provisions of the
Plan, the Committee may, from time to time, select from all
eligible Employees, Non-Employee Directors, consultants of the
Company and other individuals those to whom Awards will be granted
and will determine the nature and amount of each
Award.
(c)
Service as an Employee . For purposes of an Employee's
participation in the Plan, and the interpretation of the Plan's
provisions, no event will constitute a termination of employment
unless the event is a termination of Continuous
Service.
6.
Types of Awards.
(a)
Type of Awards . Awards under the Plan may be in the form of
Options (both Nonqualified Stock Options and/or Incentive Stock
Options), SARs, Restricted Stock, Restricted Stock Units,
Performance Shares, Performance Units and Other Stock-Based
Awards.
(b)
Designation of Award . Each Award will be designated in the
Award Agreement.
7.
Options.
(a)
Grant of Options . Subject to the terms and provisions of
the Plan, Options may be granted to Participants in such number and
upon such terms, and at any time and from time to time, as the
Committee determines.
(b)
Award Agreement . Each Option grant will be evidenced by an
Award Agreement that specifies the Exercise Price, the duration of
the Option, the number of Shares to which the Option pertains, the
Option vesting schedule, and such other provisions as the Committee
determines including, without limitation, repurchase provisions,
rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the
Award, and payment contingencies. The Award Agreement will also
specify whether the Option is intended to be an Incentive Stock
Option or a Nonqualified Stock Option. Options that are intended to
be Incentive Stock Options will be subject to the limitations set
forth in Code Section 422 and will be subject to
Section 7(m).
(c)
Exercise Price . Except for Options adjusted pursuant to
Section 18 and replacement Options granted in connection with
a merger, acquisition, reorganization or similar transaction, the
Exercise Price of each Option will not be less than 100% of the
Fair Market Value of a Share on the date the Option is granted.
However, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Option is granted, owns stock
representing more than 10% of the voting power of all classes of
stock of the Company or any Affiliate, the Exercise Price of the
Option will not be less than 110% of the Fair Market Value of a
Share on the date the Option is granted.
(d)
Term of Options . The term of an Option granted under the
Plan will be determined by the Committee, in its sole discretion;
provided, however, that the term will not exceed ten (10)
years. However, in the case of an Incentive Stock Option granted to
a Participant who, at the time the Option is granted, owns
stock
representing
more than 10% of the voting power of all classes of stock of
the Company or any Affiliate, the term of the Incentive Stock
Option will be five (5) years from the date of grant or
such shorter term as may be provided in the Award
Agreement.
(e)
Vesting of Options . Options granted under this
Section 7 will be exercisable at such times (based on the
passage of time or the achievement of performance goals) and be
subject to such restrictions and conditions as set forth in the
Award Agreement, which need not be the same for each grant or for
each Participant.
(f)
Exercise of Options . Options granted under this
Section 7 will be exercised by the delivery of a written
notice to the Company, setting forth the number of Shares with
respect to which the Option is to be exercised and specifying the
method of payment for the Exercise Price. An Option’s
Exercise Price will be payable to the Company:
(i)
in
cash or its equivalent;
(ii)
by
tendering (either actually or constructively by attestation) Shares
having an aggregate Fair Market Value at the time of exercise equal
to the Exercise Price, provided that the Committee may, in its sole
discretion, require that Shares tendered for payment have been
previously held by the Participant for a minimum
duration;
(iii)
in
any other manner then permitted by the Committee (including
Cashless Exercise); or
(iv)
by
a combination of any of the permitted methods of payment in
subsections (i), (ii), and (iii) above.
The
Committee may limit any method of payment, other than that
specified under (i), for administrative convenience, to comply
with Applicable Law or for any other reason it deems
appropriate.
(g)
Restrictions on Share Transferability . The Committee may
impose such restrictions on any Shares acquired pursuant to the
exercise of an Option granted under this Section 7 as it deems
advisable, including, without limitation, restrictions under
applicable federal securities laws, under the requirements of any
stock exchange or market upon which the Shares are then listed
and/or traded, and under any blue sky or state securities laws
applicable to the Shares.
(h)
Termination for Cause . Upon a Participant’s
termination of employment or service for Cause, all rights under
any Options granted to the Participant will terminate immediately,
and the Participant will (if the Committee, in its sole discretion,
exercises its rights under this Section 7(h) within ten (10) days
of the termination) repay to the Company within ten (10) days of
the Committee’s written demand the amount of any gain the
Participant had realized upon any exercise within the 90-day period
prior to the termination of any Options.
(i)
Termination Due to Death or Disability . Upon a
Participant’s termination of employment or service due to
death or Disability, the Participant or the Participant’s
beneficiary, as the case may be, may exercise outstanding Options
to the extent the Participant was entitled to exercise the Options
on the date of termination, but only within the one (1)-year period
immediately following the Participant’s termination due to
death or Disability, and in no event after the date the Options
expire in accordance with their terms.
(j)
Other Terminations . Upon the termination of a Participant's
employment or service by the Company without Cause, upon the
Participant's voluntary termination of employment or service for a
reason other than death or Disability, or upon the Employee’s
Retirement, the Participant may exercise outstanding Options to the
extent that the Participant was entitled to exercise the Options at
the date of termination, but only within the one (1) month period
immediately following the Participant’s termination, and in
no event after the date the Options expire in accordance with their
terms.
(k)
Forfeiture of Options . Notwithstanding subsections (i) and
(j) above, a Participant or the Participant’s beneficiary, as
the case may be, will, in connection with any and all terminations
of employment or service, forfeit all Options the Participant was
not entitled to exercise on the date of termination.
(l)
Committee Discretion . Notwithstanding the foregoing
paragraphs of this Section 7, and subject to paragraph (m) below,
the Committee may, in its sole discretion, establish different
terms and conditions pertaining to the effect of
