HMX » Topics » Section 13. General Provisions.

This excerpt taken from the HMX DEF 14A filed Feb 24, 2006.

Section 13. General Provisions.


13.1 Shares shall not be issued pursuant to any Award granted hereunder unless the exercise of such Award and/or the issuance and delivery of Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act and the requirements of any stock exchange upon which the Common Stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended, of any interests in the Plan or any shares of Common Stock to be issued hereunder or to effect similar compliance under any state laws.


13.2 All certificates for Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Board may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock may then be listed, and any applicable federal or state securities law, and the Board may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. The Board may require, as a condition of the issuance and delivery of certificates evidencing Shares pursuant to the terms hereof, that the recipient of such Shares make such agreements and representations as the Board, in its sole discretion, deems necessary or desirable.



13.3 Nothing contained in the Plan shall prevent the Company from adopting other or additional compensation arrangements for Non-Employee Directors. The adoption of the Plan shall not confer upon any Non-Employee Director any right to continued service as a member of the Board.


13.4 No fractional Shares shall be issued or delivered pursuant to the Plan. Any fractional Shares shall be paid in cash equal to the Fair Market Value of such fractional Share.


13.5 If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan.


13.6 The Plan shall be binding on all successors and assigns of a Non-Employee Director, including, without limitation, the estate of such Non-Employee Director and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Non-Employee Director’s creditors. However, no Award or other interest in the Plan may be assigned, pledged or otherwise alienated, except to the extent permitted in accordance with provisions of the Plan and any applicable Award Agreement.


13.7 The validity, construction and effect of the Plan, any actions taken or relating to the Plan and all Awards shall be determined in accordance with applicable federal law and the laws of the State of Delaware without regard to its principles of conflict of laws.


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