|
Exhibit
99.1
AMENDED AND RESTATED 2002
LONG-TERM INCENTIVE PLAN
ARTICLE 1
PURPOSE
1.1. GENERAL . The
purpose of the Scan Source , Inc. 2002 Long-Term Incentive
Plan (the “Plan”) is to promote the success, and
enhance the value, of Scan Source , Inc. (the
“Company”), by linking the personal interests of
employees, officers, consultants and advisors of the Company or any
Affiliate (as defined below) to those of Company shareholders and
by providing such persons with an incentive for outstanding
performance. The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain the
services of employees, officers, consultants and advisors upon
whose judgment, interest, and special effort the successful conduct
of the Company’s operation is largely dependent. Accordingly,
the Plan permits the grant of incentive awards from time to time to
selected employees, officers, consultants and advisors.
ARTICLE 2
EFFECTIVE
DATE
2.1. EFFECTIVE DATE .
The Plan shall be effective as of the date it is approved by both
the Board and the shareholders of the Company.
ARTICLE 3
DEFINITIONS
3.1. DEFINITIONS .
When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to
it in this Section or in Section 1.1 unless a clearly
different meaning is required by the context. The following words
and phrases shall have the following meanings:
(a) “Affiliate”
means (i) any Subsidiary or Parent, or (ii) an entity
that directly or through one or more intermediaries controls, is
controlled by or is under common control with, the Company, as
determined by the Committee.
(b) “Award” means
any Option, Stock Appreciation Right, Restricted Stock Award,
Restricted Stock Unit Award, Deferred Stock Unit Award, Performance
Award, Dividend Equivalent Award, or Other Stock-Based Award, or
any other right or interest relating to Stock or cash, granted to a
Participant under the Plan.
(c) “Award
Certificate” means a written document, in such form as the
Committee prescribes from time to time, setting forth the terms and
conditions of an Award.
(d) “Board” means
the Board of Directors of the Company.
(e) “Cause” as a
reason for a Participant’s termination of employment shall
have the meaning assigned such term in the employment agreement, if
any, between such Participant and the Company or an affiliated
company, provided, however that if there is no such
employment
agreement in which such term is defined,
“Cause” shall mean any of the following acts by the
Participant, as determined by the Board: gross neglect of duty,
prolonged absence from duty without the consent of the Company,
intentionally engaging in any activity that is in conflict with or
adverse to the business or other interests of the Company, or
willful misconduct, misfeasance or malfeasance of duty which is
reasonably determined to be detrimental to the Company.
(f) “Change in
Control” means and includes the occurrence of any one of the
following events:
(i) individuals who, on the
Effective Date, constitute the Board of Directors of the Company
(the “Incumbent Directors”) cease for any reason to
constitute at least a majority of such Board, provided that any
person becoming a director after the Effective Date and whose
election or nomination for election was approved by a vote of at
least a majority of the Incumbent Directors then on the Board shall
be an Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest with respect to
the election or removal of directors (“Election
Contest”) or other actual or threatened solicitation of
proxies or consents by or on behalf of any “person”
(such term for purposes of this definition being as defined in
Section 3(a)(9) of the Exchange Act and as used in
Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than
the Board (“Proxy Contest”), including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy
Contest, shall be deemed an Incumbent Director; or
(ii) any person is or becomes
a “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of either (A) 35%
or more of the then-outstanding shares of common stock of the
Company (“Company Common Stock”) or (B) securities
of the Company representing 35% or more of the combined voting
power of the Company’s then outstanding securities eligible
to vote for the election of directors (the “Company Voting
Securities”); provided, however, that for purposes of this
subsection (ii), the following acquisitions shall not constitute a
Change in Control: (w) an acquisition directly from the
Company, (x) an acquisition by the Company or a Subsidiary of
the Company, (y) an acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
Subsidiary of the Company, or (z) an acquisition pursuant to a
Non-Qualifying Transaction (as defined in subsection
(iii) below); or
(iii) the consummation of a
reorganization, merger, consolidation, statutory share exchange or
similar form of corporate transaction involving the Company or a
Subsidiary (a “Reorganization”), or the sale or other
disposition of all or substantially all of the Company’s
assets (a “Sale”) or the acquisition of assets or stock
of another corporation (an “Acquisition”), unless
immediately following such Reorganization, Sale or Acquisition:
(A) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the outstanding
Company Common Stock and outstanding Company Voting Securities
immediately prior to such Reorganization, Sale or Acquisition
beneficially own, directly or indirectly, more than 55% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Reorganization,
Sale or Acquisition (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets or stock either
directly or through one or more subsidiaries, the “Surviving
Corporation”) in substantially the same proportions as their
ownership, immediately prior to such Reorganization, Sale or
Acquisition, of the outstanding Company
- 2 -
Common Stock and the
outstanding Company Voting Securities, as the case may be, and
(B) no person (other than (x) the Company or any
Subsidiary of the Company, (y) the Surviving Corporation or
its ultimate parent corporation, or (z) any employee benefit
plan (or related trust) sponsored or maintained by any of the
foregoing is the beneficial owner, directly or indirectly, of 35%
or more of the total common stock or 35% or more of the total
voting power of the outstanding voting securities eligible to elect
directors of the Surviving Corporation, and (C) at least a
majority of the members of the board of directors of the Surviving
Corporation were Incumbent Directors at the time of the
Board’s approval of the execution of the initial agreement
providing for such Reorganization, Sale or Acquisition (any
Reorganization, Sale or Acquisition which satisfies all of the
criteria specified in (A), (B) and (C) above shall be
deemed to be a “Non-Qualifying Transaction”);
or
(iv) approval by the
shareholders of the Company of a complete liquidation or
dissolution of the Company.
(g) “Code” means
the Internal Revenue Code of 1986, as amended from time to time.
For purposes of this Plan, references to sections of the Code shall
be deemed to include references to any applicable regulations
thereunder and any successor or similar provision.
(h) “Committee”
means the committee of the Board described in Article 4.
(i) “Company”
means Scan Source , Inc., a South Carolina
corporation.
(j) “Continuous Status
as a Participant” means the absence of any interruption or
termination of service as an employee, officer, consultant or
advisor of the Company, as applicable. Continuous Status as a
Participant shall continue to the extent provided in a written
severance or employment agreement during any period for which
severance compensation payments are made to an employee, officer,
consultant or advisor and shall not be considered interrupted in
the case of any leave of absence authorized in writing by the
Company prior to its commencement.
(k) “Covered
Employee” means a covered employee as defined in Code
Section 162(m)(3).
(l) “Deferred Stock
Unit” means a right granted to a Participant under Article 9
to receive Shares of Stock (or the equivalent value in cash or
other property if the Committee so provides) at a future time as
determined by the Committee, or as determined by the Participant
within guidelines established by the Committee in the case of
voluntary deferral elections.
(m) “Disability”
or “Disabled” shall mean any illness or other physical
or mental condition of a Participant that renders the Participant
incapable of performing his customary and usual duties for the
Company, or any medically determinable illness or other physical or
mental condition resulting from a bodily injury, disease or mental
disorder which, in the judgment of the Committee, is permanent and
continuous in nature. The Committee may require such medical or
other evidence as it deems necessary to judge the nature and
permanency of the Participant’s condition. Notwithstanding
the above, with respect to an Incentive Stock Option, Disability
shall mean Permanent and Total Disability as defined in
Section 22(e)(3) of the Code.
(n) “Dividend
Equivalent” means a right granted to a Participant under
Article 11.
(o) “Effective
Date” has the meaning assigned such term in
Section 2.1.
- 3 -
(p) “Eligible
Participant” means an employee, officer, consultant or
advisor of the Company or any Affiliate.
(q) “Exchange”
means the Nasdaq National Market or any national securities
exchange on which the Stock may from time to time be listed or
traded.
(r) “Fair Market
Value”, on any date, means (i) if the Stock is listed on
a securities exchange or is traded over the Nasdaq National Market,
the closing sales price on such exchange or over such system on
such date or, in the absence of reported sales on such date, the
closing sales price on the immediately preceding date on which
sales were reported, or (ii) if the Stock is not listed on a
securities exchange or traded over the Nasdaq National Market, the
mean between the bid and offered prices as quoted by Nasdaq for
such date, provided that if it is determined that the fair market
value is not properly reflected by such Nasdaq quotations, Fair
Market Value will be determined by such other method as the
Committee determines in good faith to be reasonable and in
compliance with Code Section 409A.
(s) “Good Reason”
has the meaning assigned such term in the employment agreement, if
any, between a Participant and the Company or an Affiliate,
provided, however that if there is no such employment agreement in
which such term is defined, and unless otherwise defined in the
applicable Award Certificate, “Good Reason” shall mean
any of the following acts by the Company or an Affiliate after the
occurrence of a Change in Control, without the consent of the
Participant (in each case, other than an isolated, insubstantial
and inadvertent action not taken in bad faith and which is remedied
by the Company or the Affiliate promptly after receipt of notice
thereof given by the Participant): (i) the assignment to the
Participant of duties materially inconsistent with, or a material
diminution in, the Participant’s position, authority, duties
or responsibilities as in effect on the date of the Change in
Control, (ii) a material reduction by the Company or an
Affiliate in the Participant’s base salary as in effect on
the date of the Change in Control, (iii) the Company or an
Affiliate requiring the Participant, without his or her consent, to
be based at any office or location more than 35 miles from the
location at which the Participant was stationed immediately prior
to the Change in Control, or (iv) the material breach by the
Company or an Affiliate of any employment agreement between the
Participant and the Company or an Affiliate; provided that
any event described in clauses (i) through (iv) above
shall constitute Good Reason only if the Company fails to rescind
or cure such event within 30 days after receipt from the
Participant of written notice of the event which constitutes Good
Reason; and provided , further , that Good Reason
shall cease to exist for an event or condition described in clauses
(i) through (iv) above on the 90th day following the
later of its occurrence or the Participant’s knowledge
thereof, unless the Participant has given the Company written
notice thereof prior to such date
(t) “Full Value
Award” means an Award other than in the form of an Option or
SAR, and which is settled by the issuance of Stock (or at the
discretion of the Committee, settled in cash valued by reference to
Stock value).
(u) “Grant Date”
means the date an Award is made by the Committee.
(v) “Incentive Stock
Option” means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor
provision thereto.
(w) “Non-Qualified
Stock Option” means an Option that is not an Incentive Stock
Option.
- 4 -
(x) “Option”
means a right granted to a Participant under Article 7 of the Plan
to purchase Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option.
(y) “Other Stock-Based
Award” means a right, granted to a Participant under Article
12, that relates to or is valued by reference to Stock or other
Awards relating to Stock.
(z) “Parent”
means a corporation which owns or beneficially owns a majority of
the outstanding voting stock or voting power of the Company.
Notwithstanding the above, with respect to an Incentive Stock
Option, Parent shall have the meaning set forth in
Section 424(e) of the Code.
(aa)
“Participant” means a person who, as an employee,
officer, consultant or advisor of the Company or any Affiliate, has
been granted an Award under the Plan; provided that in the case of
the death of a Participant, the term “Participant”
refers to a beneficiary designated pursuant to Section 13.5 or
the legal guardian or other legal representative acting in a
fiduciary capacity on behalf of the Participant under applicable
state law and court supervision.
(bb) “Performance
Award” means Performance Shares or Performance Units granted
pursuant to Article 9.
(cc) “Performance
Share” means any right granted to a Participant under Article
9 to a unit to be valued by reference to a designated number of
Shares to be paid upon achievement of such performance goals as the
Committee establishes with regard to such Performance
Share.
(dd) “Performance
Unit” means a right granted to a Participant under Article 9
to a cash award, or unit valued by reference to a designated amount
of cash or property other than Shares, to be paid to the
Participant upon achievement of such performance goals as the
Committee establishes with regard to such Performance
Unit.
(ee) “Plan” means
the Scan Source , Inc. Amended and Restated 2002 Long-Term
Incentive Plan, as amended from time to time.
(ff) “Qualified
Performance-Based Award” means (i) a Performance Award,
Restricted Stock Award, Other Stock-Based Award or cash incentive
award that is intended to qualify for the Section 162(m)
Exemption and is made subject to performance goals based on
Qualified Performance Criteria as set forth in Section 13.11,
or (ii) an Option or SAR having an exercise price equal to or
greater than the Fair Market Value of the underlying Stock as of
the Grant Date.
(gg) “Qualified
Performance Criteria” means one or more of the performance
criteria listed in Section 13.11(b) upon which performance
goals for certain Qualified Performance-Based Awards may be
established by the Committee.
(hh) “Restricted Stock
Award” means Stock granted to a Participant under Article 10
that is subject to certain restrictions and to risk of
forfeiture.
(ii) “Restricted Stock
Unit Award” means the right granted to a Participant under
Article 9 to receive shares of Stock (or the equivalent value in
cash or other property if the Committee so provides) in the future,
which right is subject to certain restrictions and to risk of
forfeiture.
- 5 -
(jj) “Retirement”
means a Participant’s termination of employment with the
Company or an Affiliate with the Committee’s approval after
attaining any normal or early retirement age specified in any
pension, profit sharing or other retirement program sponsored by
the Company, or, in the event of the inapplicability thereof with
respect to the Participant in question, as determined by the
Committee in its reasonable judgment.
(kk) “Section 162(m)
Exemption” means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is
set forth in Section 162(m)(4)(C) of the Code or any successor
provision thereto.
(ll) “Shares”
means shares of the Company’s Stock. If there has been an
adjustment or substitution pursuant to Section 14.1, the term
“Shares” shall also include any shares of stock or
other securities that are substituted for Shares or into which
Shares are adjusted pursuant to Section 14.1.
(mm) “Stock”
means the no par value common stock of the Company and such other
securities of the Company as may be substituted for Stock pursuant
to Article 14.
(nn) “Stock
Appreciation Right” or “SAR” means a right
granted to a Participant under Article 8 to receive a payment equal
to the difference between the Fair Market Value of a Share as of
the date of exercise of the SAR over the grant price of the SAR,
all as determined pursuant to Article 8.
(oo) “Subsidiary”
means any corporation, limited liability company, partnership or
other entity of which a majority of the outstanding voting stock or
voting power is beneficially owned directly or indirectly by the
Company. Notwithstanding the above, with respect to an Incentive
Stock Option, Subsidiary shall have the meaning set forth in
Section 424(f) of the Code.
(pp) “1933 Act”
means the Securities Act of 1933, as amended from time to
time.
(qq) “1934 Act”
means the Securities Exchange Act of 1934, as amended from time to
time.
ARTICLE 4
ADMINISTRATION
4.1. COMMITTEE . The
Plan shall be administered by a Committee appointed by the Board
(which Committee shall consist of at least two directors) or, at
the discretion of the Board from time to time, the Plan may be
administered by the Board. It is intended that at least two of the
directors appointed to serve on the Committee shall be
“non-employee directors” (within the meaning of Rule
16b-3 promulgated under the 1934 Act) and “outside
directors” (within the meaning of Code Section 162(m)
and the regulations thereunder) and that any such members of the
Committee who do not so qualify shall abstain from participating in
any decision to make or administer Awards that are made to Eligible
Participants who at the time of consideration for such Award are,
or who are anticipated to be become, either (i) Covered
Employees or (ii) persons subject to the short-swing profit
rules of Section 16 of the 1934 Act. However, the mere fact
that a Committee member shall fail to qualify under either of the
foregoing requirements or shall fail to abstain from such action
shall not invalidate any Award made by the Committee which Award is
otherwise validly made under the Plan. The members of the Committee
shall be appointed by, and may be changed at any time and from time
to time in the
- 6 -
discretion of, the Board. The Board may
reserve to itself any or all of the authority and responsibility of
the Committee under the Plan or may act as administrator of the
Plan for any and all purposes. To the extent the Board has reserved
any authority and responsibility or during any time that the Board
is acting as administrator of the Plan, it shall have all the
powers of the Committee hereunder, and any reference herein to the
Committee (other than in this Section 4.1) shall include the
Board. To the extent any action of the Board under the Plan
conflicts with actions taken by the Committee, the actions of the
Board shall control.
4.2. ACTION AND
INTERPRETATIONS BY THE COMMITTEE . For purposes of
administering the Plan, the Committee may from time to time adopt
rules, regulations, guidelines and procedures for carrying out the
provisions and purposes of the Plan and make such other
determinations, not inconsistent with the Plan, as the Committee
may deem appropriate. The Committee’s interpretation of the
Plan, any Awards granted under the Plan, any Award Certificate and
all decisions and determinations by the Committee with respect to
the Plan are final, binding, and conclusive on all parties. Each
member of the Committee is entitled to, in good faith, rely or act
upon any report or other information furnished to that member by
any officer or other employee of the Company or any Affiliate, the
Company’s or an Affiliate’s independent certified
public accountants, Company counsel or any executive compensation
consultant or other professional retained by the Company to assist
in the administration of the Plan.
4.3. AUTHORITY OF
COMMITTEE . Except as provided below, the Committee has the
exclusive power, authority and discretion to:
(a) Grant Awards;
(b) Designate
Participants;
(c) Determine the type or
types of Awards to be granted to each Participant;
(d) Determine the number of
Awards to be granted and the number of Shares or dollar amount to
which an Award will relate;
(e) Determine the terms and
conditions of any Award granted under the Plan;
(f) [Omitted];
(g) Determine whether, to
what extent, and under what circumstances an Award may be settled
in, or the exercise price of an Award may be paid in, cash, Stock,
other Awards, or other property, or an Award may be canceled,
forfeited, or surrendered;
(h) Prescribe the form of
each Award Certificate, which need not be identical for each
Participant;
(i) Decide all other matters
that must be determined in connection with an Award;
(j) Establish, adopt or
revise any rules, regulations, guidelines or procedures as it may
deem necessary or advisable to administer the Plan;
(k) Make all other decisions
and determinations that may be required under the Plan or as the
Committee deems necessary or advisable to administer the
Plan;
- 7 -
(l) Amend the Plan or any
Award Certificate as provided herein; and
(m) Adopt such modifications,
procedures, and subplans as may be necessary or desirable to comply
with provisions of the laws of non-U.S. jurisdictions in which the
Company or any Affiliate may operate, in order to assure the
viability of the benefits of Awards granted to participants located
in such other jurisdictions and to meet the objectives of the
Plan.
Not withstanding the above,
the Board or the Committee may expressly delegate to a special
committee consisting of one or more directors who are also officers
of the Company some or all of the Committee’s authority under
subsections (a) through (i) above, except that no
delegation of its duties and responsibilities may be made to
officers of the Company with respect to Awards to Eligible
Participants who are, or who are anticipated to become, either
(i) Covered Employees or (ii) persons subject to the
short-swing profit rules of Section 16 of the 1934 Act. The
acts of such delegates shall be treated hereunder as acts of the
Committee and such delegates shall report to the Committee
regarding the delegated duties and responsibilities.
4.4. AWARD
CERTIFICATES . Each Award shall be evidenced by an Award
Certificate. Each Award Certificate shall include such provisions,
not inconsistent with the Plan, as may be specified by the
Committee.
ARTICLE 5
SHARES SUBJECT TO THE
PLAN
5.1. NUMBER OF SHARES
. Subject to adjustment as provided in Section 14.1, the
aggregate number of Shares reserved and available for Awards or
which may be used to provide a basis of measurement for or to
determine the value of an Award (such as with a Stock Appreciation
Right or Performance Award) shall be 2,800,000.
5.2. LAPSED AWARDS
.
(a) To the extent that an
Award is canceled, terminates, expires, is forfeited or lapses for
any reason, any unissued or forfeited Shares subject to the Award
will again be available for issuance pursuant to Awards granted
under the Plan.
(b) Shares subject to Awards
settled in cash will again be available for issuance pursuant to
Awards granted under the Plan.
(c) Shares withheld from an
Award or delivered by a Participant to satisfy minimum tax
withholding requirements will again be available for issuance
pursuant to Awards granted under the Plan.
(d) If the exercise price of
an Option is satisfied by delivering Shares to the Company (by
either actual delivery or attestation), only the number of Shares
issued to the Participant in excess of the Shares tendered (by
delivery or attestation) shall be considered for purposes of
determining the number of Shares remaining available for issuance
delivery pursuant to Awards granted under the Plan.
(e) To the extent that the
full number of Shares subject to an Option or SAR is not issued
upon exercise of the Option or SAR for any reason, including by
reason of net-settlement of the Award, only the number of Shares
issued and delivered upon exercise of the Option or SAR shall be
considered for purposes of determining the number of Shares
remaining available for issuance pursuant to Awards granted under
the Plan.
- 8 -
(f) To the extent that the
full number of Shares subject to an Award other than an Option or
SAR is not issued for any reason, including by reason of failure to
achieve maximum performance goals, only the number of Shares issued
and delivered shall be considered for purposes of determining the
number of Shares remaining available for issuance pursuant to
Awards granted under the Plan.
5.3. STOCK DISTRIBUTED
. Any Stock distributed pursuant to an Award may consist, in whole
or in part, of authorized and unissued Stock, treasury Stock or
Stock purchased on the open market.
5.4. LIMITATION ON
AWARDS . Notwithstanding any provision in the Plan to the
contrary (but subject to adjustment as provided in
Section 14.1), the maximum number of Shares with respect to
one or more Options and/or SARs that may be granted during any one
calendar year under the Plan to any one Participant shall be
100,000. The maximum fair market value (measured as of the Grant
Date) of any Awards other than Options and SARs that may be
received by any one Participant (less any consideration paid by the
Participant for such Award) during any one calendar year under the
Plan shall be $3,000,000.
5.5. MINIMUM VESTING
REQUIREMENTS . Full-Value Awards granted under the Plan to an
employee, officer or consultant shall either (i) be subject to
a minimum vesting period of three years (which may include
graduated vesting within such three-year period), or one year if
the vesting is based on performance criteria other than continued
service, or (ii) be granted solely in exchange for foregone
cash compensation; provided, however , that the Committee
may provide for or permit acceleration of vesting of such Full
Value Awards in the event of a Participant’s death,
Disability, Retirement or other termination of service, or the
occurrence of a Change in Control, in accordance with Article 13.
Notwithstanding the foregoing, the Committee may, in its sole
discretion but only with respect to a maximum of 10% of the total
number of Shares authorized for issuance under Section 5.1,
(i) accelerate the vesting of Awards for any reason in
accordance with the second sentence of Section 13.9,
(ii) grant substitute Awards pursuant to Section 13.1, or
grant awards as an inducement to join the Company or an Affiliate
as a new employee to replace forfeited awards from a former
employer, without minimum vesting requirements, and
(iii) grant Stock or Other Stock-Based Awards pursuant to
Article 12 without minimum vesting requirements.
ARTICLE 6
ELIGIBILITY
6.1. GENERAL . Awards
may be granted only to Eligible Participants; except that Incentive
Stock Options may not be granted to Eligible Participants who are
not employees of the Company or a Parent or Subsidiary as defined
in Section 424(e) and (f) of the Code.
ARTICLE 7
STOCK
OPTIONS
7.1. GENERAL . The
Committee is authorized to grant Options to Participants on the
following terms and conditions:
(a) Exercise Price .
The exercise price per Share under an Option shall be determined by
the Committee, provided that the exercise price for any Option
shall not be less than the Fair Market Value as of the Grant
Date.
- 9 -
(b) Prohibition on
Repricing . Except as otherwise provided in Section 15.1,
the exercise price of an Option may not be reduced, directly or
indirectly by cancellation and regrant or otherwise, without the
prior approval of the shareholders of the Company.
(c) Time and Conditions of
Exercise . The Committee shall determine the time or times at
which an Option may be exercised in whole or in part, subject to
Section 7.1(d). The Committee shall also determine the
performance or other conditions, if any, that must be satisfied
before all or part of an Option may be exercised or vested. Subject
to Section 13.9, the Committee may waive any exercise or
vest
| 
