ORIENT-EXPRESS HOTELS LTD. 2009 SHARE AWARD AND INCENTIVE PLAN

 

 

ORIENT-EXPRESS HOTELS LTD.

2009 SHARE AWARD AND INCENTIVE PLAN

 

1.   Purpose .  The purpose of this 2009 Share Award and Incentive Plan (the “Plan”) is to aid Orient-Express Hotels Ltd., a Bermuda company (together with its successors and assigns, the “Company”), in attracting, retaining, motivating and rewarding employees, non-employee directors serving on the Board of Directors of the Company or any of its subsidiaries or affiliates, and other service providers of the Company or its subsidiaries or affiliates, strengthening the Company’s capability to develop, maintain and direct a competent management team, to provide for equitable and competitive compensation opportunities, to recognize individual contributions and reward achievement of Company goals, and to promote the creation of long-term value for shareholders by closely aligning the interests of Participants with those of shareholders. The Plan authorizes share-based and cash-based incentives for Participants.

 

2.   Definitions .  In addition to the terms defined in Section 1 above and elsewhere in the Plan, the following capitalized terms used in the Plan have the respective meanings set forth in this Section:

 

(a)    “Annual Incentive Award” means a type of Performance Award granted to a Participant under Section 7 representing a conditional right to receive cash, Shares or other Awards or payments, as determined by the Committee, based on performance in a performance period of one fiscal year or a portion thereof.

 

(b)    “Annual Limit” shall have the meaning specified in Section 5(b).

 

(c)    “Award” means any Option, SAR, Restricted Shares, Deferred Shares, Shares granted as a bonus or in lieu of another award, Dividend Equivalent, Other Share-Based Award, or Performance Award or Annual Incentive Award, together with any related right or interest, granted to a Participant under the Plan.

 

(d)    “Beneficiary” means the legal representatives of the Participant’s estate entitled by will or the laws of descent and distribution to receive the benefits under a Participant’s Award upon a Participant’s death, provided that, if and to the extent authorized by the Committee, a Participant may be permitted to designate a Beneficiary, in which case the “Beneficiary” instead will be the person, persons, trust or trusts (if any are then surviving) which have been designated by the Participant in his or her most recent written and duly filed beneficiary designation to receive the benefits specified under the Participant’s Award upon such Participant’s death.

 

(e)    “Board” means the Company’s Board of Directors.

 

(f)     “Change in Control” shall have the meaning specified in Section 10.

 

(g)    “Code” means the United States Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation thereunder shall include any successor provisions and regulations, and reference to regulations includes any applicable guidance or pronouncement of the Department of the Treasury and Internal Revenue Service.

 

(h)    “Committee” means the Compensation Committee of the Board (or a designated successor to such committee), the composition and governance of which is established in the Committee’s Charter as approved from time to time by the Board and subject to other corporate governance documents of the

 

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Company. No action of the Committee shall be void or deemed to be without authority due to the failure of any member, at the time the action was taken, to meet any qualification standard set forth in the Committee Charter or this Plan. The full Board may perform any function of the Committee hereunder (except to the extent limited under applicable New York Stock Exchange rules), in which case the term “Committee” shall refer to the Board.

 

(i)     “Covered Employee” has the meaning given to such term under Code Section 162(m)(3) and applicable regulations thereunder.

 

(j)     “Deferred Shares” means a right, granted under this Plan, to receive Shares or other Awards or a combination thereof at the end of a specified deferral period.

 

(k)    “Dividend Equivalent” means a right, granted under this Plan, to receive cash, Shares, other Awards or other property equal in value to all or a specified portion of the dividends paid with respect to a specified number of Shares.

 

(l)     “Effective Date” means the effective date specified in Section 11(o).

 

(m)   “Eligible Person” has the meaning specified in Section 5.

 

(n)    “Exchange Act” means the United States Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act or rule (including a proposed rule) thereunder shall include any successor provisions and rules.

 

(o)    “Fair Market Value” means the fair market value of Shares, Awards or other property as determined in good faith by the Committee or under procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Shares on a given day shall be, as specified by the Committee, the closing price of the Shares on the date on which it is to be valued hereunder as reported for New York Stock Exchange—Composite Transactions. Fair Market Value relating to the exercise price or base price of any Non-409A Option or SAR and relating to the market value of Shares measured at the time of exercise shall conform to requirements under Code Section 409A.

 

(p)    “409A Awards” means Awards that constitute a deferral of compensation under Code Section 409A and regulations thereunder. “Non-409A Awards” means Awards other than 409A Awards. Although the Committee retains authority under the Plan to grant Options, SARs and Restricted Shares on terms that will qualify those Awards as 409A Awards, Options, SARs, and Restricted Shares are intended to be Non-409A Awards unless otherwise expressly specified by the Committee.

 

(q)    “Incentive Stock Option” or “ISO” means any Option designated as an incentive stock option within the meaning of Code Section 422 and qualifying thereunder.

 

(r)     “Option” means a right to purchase Shares granted under Section 6(b).

 

(s)    “Other Share-Based Awards” means Awards granted to a Participant under Section 6(h).

 

(t)     “Participant” means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer an Eligible Person.

 

(u)    “Performance Award” means a conditional right, granted to a Participant under Sections 6(i) or 7, to receive cash, Shares or other Awards or payments.

 

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(v)    “Preexisting Plans” means the 2000 Stock Option Plan, 2004 Stock Option Plan and the 2007 Performance Share Plan, as the same may be amended to the Effective Date.

 

(w)   “Restricted Shares” means Shares granted under this Plan which is subject to certain restrictions and to a risk of forfeiture.

 

(x)     “Shares” means the Company’s class A common shares, $0.01 par value each, and any other equity securities of the Company that may be substituted or resubstituted for Shares pursuant to Section 11(c).

 

(y)    “Stock Appreciation Rights” or “SAR” means a right granted to a Participant under Section 6(c).

 

3.   Administration.

 

(a)    Authority of the Committee .  The Plan shall be administered by the Committee, which shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants; to grant Awards; to determine the type and number of Awards, the dates on which Awards may be exercised and on which the risk of forfeiture or deferral period relating to Awards shall lapse or terminate, the acceleration of any such dates (including upon a Change in Control), the expiration date of any Award, whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Shares, other Awards, or other property, and other terms and conditions of, and all other matters relating to, Awards; to prescribe documents evidencing or setting terms of Awards (such Award documents need not be identical for each Participant or each Award), amendments thereto, and rules and regulations for the administration of the Plan and amendments thereto; to construe and interpret the Plan and Award documents and correct defects, supply omissions or reconcile inconsistencies therein; and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. Decisions of the Committee with respect to the administration and interpretation of the Plan shall be final, conclusive, and binding upon all persons interested in the Plan, including Participants, Beneficiaries, transferees under Section 11(b) and other persons claiming rights from or through a Participant, and shareholders.

 

(b)    Manner of Exercise of Committee Authority .  The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may act through subcommittees, including for purposes of qualifying Awards under Code Section 162(m) as performance-based compensation, in which case the subcommittee shall be subject to and have authority under the charter applicable to the Committee, and the acts of the subcommittee shall be deemed to be acts of the Committee hereunder. The Committee may delegate to officers or managers of the Company or any subsidiary or affiliate, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions, as the Committee may determine, to the extent that such delegation (i) will not cause Awards intended to qualify as “performance-based compensation” under Code Section 162(m) to fail to so qualify and (ii) is permitted under applicable provisions of the laws of the Islands of Bermuda.

 

(c)    Limitation of Liability .  The Committee and each member thereof, and any person acting pursuant to authority delegated by the Committee, shall be entitled, in good faith, to rely or act upon any report or other information furnished by any executive officer, other officer or employee of the Company or a subsidiary or affiliate, the Company’s independent auditors, consultants or any other agents assisting

 

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in the administration of the Plan. Members of the Committee, any person acting pursuant to authority delegated by the Committee, and any officer or employee of the Company or a subsidiary or affiliate acting at the direction or on behalf of the Committee or a delegee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

 

4.   Shares Subject To Plan .

 

(a)    Overall Number of Shares Available for Delivery .  The total number of Shares reserved and available for delivery in connection with Awards under the Plan shall be (i) 1,000,000 Shares, plus (ii) the number of shares that, immediately prior to the Effective Date, remain available for new awards under the Preexisting Plans plus (iii) the number of shares subject to awards under the Preexisting Plans which become available in accordance with Section 4(b) after the Effective Date; provided, however, that the total number of Shares with respect to which ISOs may be granted shall not exceed the number specified under clause (i) above. Any Shares delivered under the Plan shall consist of authorized and unissued shares or treasury shares.

 

(b)    Share Counting Rules .  The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute Awards) and make adjustments in accordance with this Section 4(b). Shares shall be counted against those reserved to the extent such Shares have been delivered and are no longer subject to a risk of forfeiture. Accordingly, (i) to the extent that an Award under the Plan or an award under the Preexisting Plans, in whole or in part, is canceled, expired, forfeited, settled in cash, settled by delivery of fewer Shares than the number underlying the Award or award, or otherwise terminated without delivery of Shares to the participant, the Shares retained by or returned to the Company will not be deemed to have been delivered under the Plan; and (ii) Shares that are withheld from such an Award or award or separately surrendered by the participant in payment of the exercise price or taxes relating to such an Award or award shall be deemed to constitute Shares not delivered and will be available under the Plan. The Committee may determine that Awards may be outstanding that relate to more Shares than the aggregate remaining available under the Plan so long as Awards will not in fact result in delivery and vesting of Shares in excess of the number then available under the Plan. In addition, in the case of any Award granted in assumption of or in substitution for an award of a company or business acquired by the Company or a subsidiary or affiliate or with which the Company or a subsidiary or affiliate combines, Shares delivered or deliverable in connection with such assumed or substitute Award shall not be counted against the number of Shares reserved under the Plan.

 

5.   Eligibility; Per-Person Award Limitations.

 

(a)    Eligibility .  Awards may be granted under the Plan only to Eligible Persons. For purposes of the Plan, an “Eligible Person” means (i) an employee of the Company or any subsidiary or affiliate, including any executive officer or employee director of the Company or a subsidiary or affiliate, (ii) any person who has been offered employment by the Company or a subsidiary or affiliate, provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such person has commenced employment with the Company or a subsidiary or affiliate, (iii) any non-employee director of the Company or any subsidiary or affiliate, and (iv) any person who provides substantial services to the Company or a subsidiary or affiliate. An employee on leave of absence may be considered as still in the employ of the Company or a subsidiary or affiliate for purposes of eligibility for participation in the Plan. For purposes of the Plan, a joint venture in which the Company or a subsidiary has a substantial direct or

 

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indirect equity investment shall be deemed an affiliate, if so determined by the Committee. Holders of awards granted by a company or business acquired by the Company or a subsidiary or affiliate, or with which the Company or a subsidiary or affiliate combines, are eligible for grants of substitute Awards granted in connection with such acquisition or combination transaction in assumption of or in substitution for such outstanding awards previously granted.

 

(b)    Per-Person Award Limitations .  Except as otherwise provided in an Appendix hereto, the Committee may establish a maximum Annual Limit of shares that any Eligible Person may be awarded in any calendar year.

 

6.   Specific Terms Of Awards.

 

(a)    General .  Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Sections 11(e) and Appendix A), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment or service by the Participant and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion with respect to any term or condition of an Award that is not mandatory under the Plan, subject to Appendix A and the terms of the Award agreement. The Committee may require payment of consideration for an Award except as limited by the Plan.

 

(b)    Options .  The Committee is authorized to grant Options to Participants on the following terms and conditions:

 

(i)     Exercise Price.  The exercise price per Share purchasable under an Option (including both ISOs and non-qualified Options) shall be determined by the Committee, provided that such exercise price shall be not less than the Fair Market Value of a Share on the date of grant of such Option, subject to Section 8(a). Notwithstanding the foregoing, any substitute Award granted in assumption of or in substitution for an outstanding award granted by a company or business acquired by the Company or a subsidiary or affiliate, or with which the Company or a subsidiary or affiliate combines may be granted with an exercise price per Share other than as required above. No adjustment will be made for a dividend or other right for which the record date is prior to the date on which the Shares are issued, except as provided in Section 11(c) of the Plan.

 

(ii)    Option Term; Time and Method of Exercise.  The Committee shall determine the term of each Option, provided that in no event shall the term of any Option exceed a period of ten years from the date of grant. The Committee shall determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the methods by which such exercise price may be paid or deemed to be paid and the form of such payment (subject to Appendix A), including, without limitation, cash, Shares (including by withholding Shares deliverable upon exercise), other Awards or awards granted under other plans of the Company or any subsidiary or affiliate, or other property (including through broker-assisted “cashless exercise” arrangements, to the extent permitted by applicable law), and the methods by or forms in which Shares will be delivered or deemed to be delivered in satisfaction of exercised Options to Participants (including, in the case of 409A Awards, deferred delivery of Shares subject to the Option, as mandated by the Committee, with such deferred Shares subject to any vesting, forfeiture or other terms as the Committee may specify).

 

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(iii)   ISOs.  The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Code Section 422.

 

(c)    Stock Appreciation Rights .  The Committee is authorized to grant SARs to Participants on the following terms and conditions:

 

(i)     Right to Payment.  An SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price of the SAR as determined by the Committee but which in any event shall be not less than the Fair Market Value of a Share on the date of grant of the SAR, subject to Section 8(a).

 

(ii)    Other Terms.  The Committee shall determine the term of each SAR, provided that in no event shall the term of an SAR exceed a period of ten years from the date of grant. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which an SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Participants, whether or not an SAR shall be free-standing or in tandem or combination with any other Award, and whether or not the SAR will be a 409A Award or Non-409A Award. Limited SARs that may only be exercised in connection with a Change in Control or termination of service following a Change in Control as specified by the Committee may be granted on such terms, not inconsistent with this Section 6(c), as the Committee may determine. The Committee may require that an outstanding Option be exchanged for an SAR exercisable for Shares having vesting, expiration, and other terms substantially the same as the Option, so long as such exchange will not result in additional accounting expense to the Company.

 

(iii)   Purchase Price.  The Participants must pay to the Company a purchase price of $.01 per SAR received at the time of exercise of an SAR, representing the par value of each Share.

 

(d)    Restricted Shares .  The Committee is authorized to grant Restricted Shares to Participants on the following terms and conditions:

 

(i)     Grant and Restrictions.  Restricted Shares shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise and under such other circumstances as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award document relating to the Restricted Shares, a Participant granted Restricted Shares shall have all of the rights of a shareholder, including the right to vote the Restricted Shares and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee).

 

(ii)    Forfeiture.  Except as otherwise determined by the Committee, upon termination of employment or service during the applicable restriction period, Restricted Shares that are at that time subject to restrictions shall be forfeited and reacquired by the Company; provided that the

 

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Committee may provide, by rule or regulation or in any Award document, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Shares will lapse in whole or in part, including in the event of terminations resulting from specified causes.

 

(iii)   Certificates for Shares.  Restricted Shares granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Shares, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Shares.

 

(iv)   Dividends and Splits.  As a condition to the grant of an Award of Restricted Shares, the Committee may require that any dividends paid on a Restricted Shares shall be either (A) paid with respect to such Restricted Shares at the dividend payment date in cash, in kind, or in a number of unrestricted Shares having a Fair Market Value equal to the amount of such dividends, or (B) automatically reinvested in additional Restricted Shares or held in kind, which shall be subject to the same terms as applied to the original Restricted Shares to which it relates, or (C) deferred as to payment, either as a cash deferral or with the amount or value thereof automatically deemed reinvested in Deferred Shares, other Awards or other investment vehicles, subject to such terms as the Committee shall determine or permit a Participant to elect. Unless otherwise determined by the Committee, Shares distributed in connection with a Share split or Share dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Shares with respect to which such Shares or other property has been distributed.

 

(v)    Purchase Price.  The Participants must pay to the Company a purchase price of $.01 per Restricted Share at the time of the granting of the Award, representing the par value of each Restricted Share.

 

(e)    Deferred Shares .  The Committee is authorized to grant Deferred Shares to Participants, subject to the following terms and conditions:

 

(i)     Award and Restrictions.  Issuance of Shares will occur upon expiration of the deferral period specified for an Award of Deferred Shares by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, Deferred Shares shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, and under such other circumstances as the Committee may determine at the date of grant or thereafter. Deferred Shares may be satisfied by delivery of Shares, other Awards, or a combination thereof (subject to Appendix A), as determined by the Committee at the date of grant or thereafter.

 

(ii)    Forfeiture.  Except as otherwise determined by the Committee, upon termination of employment or service during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award document evidencing the Deferred Shares), all Deferred Shares that are at that time subject to such forfeiture conditions shall be forfeited;

 

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provided that the Committee may provide, by rule or regulation or in any Award document, or may determine in any individual case, that restrictions or forfeiture conditions relating to Deferred Shares will lapse in whole or in part, including in the event of terminations resulting from specified causes. Deferred Shares subject to a risk of forfeiture may be called “restricted share units” or otherwise designated by the Committee.

 

(iii)   Dividend Equivalents.  Unless otherwise determined by the Committee, Dividend Equivalents on the specified number of Shares covered by an Award of Deferred Shares shall be either (A) paid with respect to such Deferred Shares at the dividend payment date in cash or in unrestricted Shares having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such Deferred Shares, either as a cash deferral or with the amount or value thereof automatically deemed reinvested in additional Deferred Shares, other Awards or other investment vehicles having a Fair Market Value equal to the amount of such dividends, as the Committee shall determine or permit a Participant to elect.

 

(iv)   Purchase Price.  The Participants must pay to the Company a purchase price of $.01 per Deferred Share at the time of the granting of the Award, representing the par value of each Deferred Share.

 

(f)     Bonus Shares and Awards in Lieu of Obligations .  The Committee is authorized to grant to Participants Shares as a bonus, or to grant Shares or other Awards in lieu of obligations of the Company or a subsidiary or affiliate to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Committee. The Participants must pay to the Company a purchase price of $.01 per Share at the time of the granting of the Award, representing the par value of each Share.

 

(g)    Dividend Equivalents .  The Committee is authorized to grant Dividend Equivalents to a Participant, which may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares, Awards, or other investment vehicles, and subject to restrictions on transferability, risks of forfeiture and such other terms as the Committee may specify.

 

(h)    Other Share-Based Awards .  The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee, and Awards valued by reference to the book value of Shares or the value of securities of or the performance of specified subsidiaries or affiliates or other business units. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards, notes, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 6(h).

 

(i)     Performance Awards .  Performance Awards, denominated in cash or in Shares or other Awards, may be granted by the Committee in accordance with Section 7. A Performance Award denominated in

 

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Shares shall constitute an Award authorized under Sections 6(b)—6(h) to which performance conditions have been attached under Section 7.

 

7.   Performance Awards.   Performance Awards may be denominated as a cash amount, number of Shares, or specified number of other Awards (or a combination) which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except as limited under Appendix A in the case of a Performance Award intended to qualify as “performance-based compensation” under Code Section 162(m).

 

8.   Certain Provisions Applicable To Awards.

 

(a)    Stand-Alone, Additional, Tandem, and Substitute Awards.   Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any subsidiary or affiliate, or any business entity to be acquired by the Company or a subsidiary or affiliate, or any other right of a Participant to receive payment from the Company or any subsidiary or affiliate; provided, however, that a 409A Award may not be granted in tandem with a Non-409A Award. Awards granted in addition to or in tandem with other Awards or awards may be granted either as of the same time as or a different time from the grant of such other Awards or awards. The Committee may determine that, in granting a new Award, the in-the-money value or fair value of any surrendered Award or award or the value of any other right to payment surrendered by the Participant may be applied to the purchase of any other Award. This Section 8(a) shall be subject to Section 11(e) (including the limitation on repricing) and subject to Appendix A.

 

(b)    Term of Awards .  The term of each Award shall be for such period as may be determined by the Committee, subject to the express limitations set forth in Sections 6(b)(ii), 6(c)(ii) and 8 or elsewhere in the Plan.

 

(c)    Form and Timing of Payment under Awards; Deferrals .  Subject to the terms of the Plan (including Appendix A) and any applicable Award document, payments to be made by the Company or a subsidiary or affiliate upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, Shares, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The settlement of any Award may be accelerated, and cash paid in lieu of Shares in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events, subject to Appendix A. Subject to Appendix A, installment or deferred payments may be required by the Committee (subject to Section 11(e)) or permitted at the election of the Participant on terms and conditions established by the Committee. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Shares.

 

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