2022 Plan to be surrendered to us as consideration for the grant of a replacement Option or SAR with a lower exercise price or a Full Value Award. In addition, except as approved by our stockholders, in no event may any Option or SAR granted under the 2022 Plan be surrendered to us in consideration for a cash payment if, at the time of such surrender, the exercise price of the Option or SAR is greater than the then current fair market value of a Class A Share.
Description
of Plan
Administration
The 2022 Plan will be administered by a
“Committee” selected by the Board. The Committee will consist of not fewer than two members of the Board (or such greater number as may be required for compliance with applicable securities laws or stock exchange rules). Unless removed by the Board or unless said committee no longer exists or does not satisfy the foregoing requirements or for other reasons determined by the Board,
the Company’s Compensation Committee will be the Committee for purposes of this Plan. With respect to any
Awards to Outside Directors, the Committee will be the Board. The Board may take any action under the 2022 Plan that would otherwise be the responsibility of the Committee. In the event that there is no Committee for any reason, only members of the Board who are independent directors may take action with respect to grants to employees. An
“Outside Director” is any member of the Board who is not an employee of us or a related company.
The Committee has the authority to select the award recipients under the 2022 Plan who will thereby become Participants, determine the time or times of receipt of awards under the 2022 Plan, determine the types of awards and the number of Class A Shares or other amounts covered by the awards, establish the terms, conditions, performance criteria and targets, restrictions,
and other provisions of Awards, modify the terms of, cancel or suspend awards, reissue or repurchase awards, and accelerate the exercisability or vesting of any Award, all subject to the terms and conditions of the 2022 Plan. The Committee also has the authority to conclusively interpret the 2022 Plan and to adopt rules and procedures relating to the 2022 Plan and awards made thereunder. Subject to stock exchange listing rules and applicable law, the Committee may delegate all or any portion of its responsibilities or powers under the 2022 Plan to persons selected by it.
The Committee, in its discretion, may impose such conditions, restrictions, and contingencies on the Class A Shares acquired pursuant to the 2022 Plan as the Committee determines to be desirable, including conformity with our recoupment or clawback
policies as in effect from time to time.
The 2022 Plan provides that no member or authorized delegate of the Committee will be liable to any person for any action taken or omitted in connection with the administration of the 2022 Plan unless attributable to such person’s own fraud or willful misconduct. In addition, the 2022 Plan provides that we will not be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director or employee. Finally, the 2022 Plan provides that the Committee, the individual members thereof, and persons acting as the authorized delegates of the Committee under the 2022 Plan will be indemnified by us and our related companies against any and all liabilities, losses, costs and expenses (including legal fees and expenses) of whatsoever
kind and nature which may be imposed on, incurred by or asserted against the Committee or its members or authorized delegates by reason of the performance of a Committee function if the Committee or its members or authorized delegates did not act dishonestly or in willful violation of the law or regulation under which such liability, loss, cost or expense arises. The 2022 Plan indemnification does not duplicate, but may supplement, any coverage available under any applicable insurance.
Eligibility
All officers, directors or other employees of us and a related company, consultants, independent contractors or agents of us or a related company,
and persons who are expected to become officers, employees, directors, consultants, independent contractors or agents of us or a related company including, in each case, Outside Directors, are eligible to receive awards under the 2022 Plan and thereby become Participants in the 2022 Plan. Awards to a person who is expected to become a service provider to us or a related company cannot be effective prior to the date on which such person’s service begins. Incentive stock options (“ISOs”) may only be granted to employees of us and our corporate related companies which satisfy certain Code requirements.
Generally, a company is a related company to us during any period that (i) it owns, directly or indirectly, at least 30% of the voting power of all classes of our stock (or the stock of a successor to us)
entitled to vote or