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This excerpt taken from the XIDE DEF 14A filed Jul 24, 2009. Administration
and Amendments
The 2009 Plan is to be administered by the Board, except that
the Board intends to delegate some or all of its powers under
the 2009 Plan to the Compensation Committee of the Board (or a
subcommittee thereof). Our Board may amend the 2009 Plan from
time to time without further approval by our stockholders,
except where (1) the amendment would materially increase
the benefits accruing to participants under the 2009 Plan,
(2) the amendment would materially increase the number of
securities which may be issued under the 2009 Plan, (3) the
amendment would materially modify the requirements for
participation in the 2009 Plan, or (4) stockholder approval
is required by applicable law or NASDAQ Rules.
If permitted by Section 409A of the Code and
Section 162(m) of the Code in the case of an award or
portion of an award that is intended to satisfy the requirements
for “qualified performance-based compensation,” in
case of a termination of employment by reason of death,
disability or normal or early retirement, or in the case of
unforeseeable emergency or other special circumstances, of a
participant who holds an option right or SAR not immediately
exercisable in full, or any shares of restricted stock as to
which the substantial
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risk of forfeiture or the prohibition or restriction on transfer
has not lapsed, or any RSUs as to which the restriction period
has not been completed, or any performance shares or performance
units which have not been fully earned, or any Other Stock-Based
Awards made pursuant to the 2009 Plan subject to any vesting
schedule or transfer restriction, or who holds shares of Common
Stock subject to any other transfer restriction imposed pursuant
to the 2009 Plan, the Board may, in its sole discretion,
accelerate the time at which such option right, SAR or other
award may be exercised or the time at which such substantial
risk of forfeiture or prohibition or restriction on transfer
will lapse or the time when such restriction period will end or
the time at which such performance shares or performance units
will be deemed to have been fully earned or the time when such
transfer restriction will terminate or may waive any other
limitation or requirement under any such award.
The Board is authorized to interpret the 2009 Plan and related
agreements and other documents. In addition, our Board may
delegate to an officer certain authority with respect to the
granting of awards other than awards to executive officers,
directors or individuals who beneficially own more than 10% of
any class of our securities.
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