PROXY STATEMENT 2024
the Company, a Subsidiary, or an Affiliate, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, a Subsidiary, or an Affiliate, as the case
may be and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Program.
25. Indemnification.
Subject to requirements of Delaware law, each
individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with this Program, shall be indemnified and held harmless by the Company
against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she
may be involved by reason of any action taken or failure to act under this Program and against and from any and all amounts paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any
judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own
behalf, unless such loss, cost, liability, or expense is a result of his/her own willful misconduct or except as expressly provided by statute.
The foregoing right
of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Companys Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.
26. Choice of law.
The Program shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in the State of
Delaware.
27. Reporting of violations of law.
Notwithstanding
anything in this Program or an Award Agreement to the contrary, nothing in this Program or in an Award Agreement prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible
legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity, a Participant is not prohibited from providing information
voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Act.
28. Effective date and term of program.
(a) |
EFFECTIVE DATE. The Program has been adopted by the Board and shall be submitted to the stockholders of the Company for
approval at the Companys 2024 annual meeting of stockholders and shall become effective as of the date on which the Program was approved by stockholders (the Effective Date). This Program shall terminate as of the first
annual meeting of the Companys stockholders to occur on or after the tenth anniversary of its Effective Date, unless terminated earlier by the Board. Termination of this Program shall not affect the terms or conditions of any Award granted
prior to termination. Awards hereunder may be made at any time prior to the termination of this Program, provided that no Incentive Stock Option may be granted later than ten years after the date on which the Program was approved by the Board.
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For clarification purposes, the terms and conditions of this Program, to the extent they differ from the terms and
conditions of either the 2012 Program, the Amended and Restated 2012 Program, the Second Amended and Restated 2012 Program, the Third Amended and Restated 2012 Program or the Fourth Amended and Restated 2012 Program, shall not apply to or otherwise
impact previously granted or outstanding awards under the 2012 Program, the Amended and Restated 2012 Program, the Second Amended and Restated 2012 Program, the Third Amended and Restated 2012 Program or the Fourth Amended and Restated 2012 Program,
as applicable. In the event that this Plan is not approved by the stockholders of the Company, the Fourth Amended and Restated 2012 Program shall continue in full force and effect. |