KCI » Topics » Section 11. Amendment and Termination.

This excerpt taken from the KCI 8-K filed May 23, 2008.

Section 11. Amendment and Termination.

The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent, or that, without the approval of the shareholders (as described below), would:

(a) except as provided in Section 3 of the Plan, increase the total number of shares of Stock reserved for issuance under the Plan;

(b) change the class of officers, directors, employees, consultants and advisors eligible to participate in the Plan; or

(c) extend the maximum option period under paragraph (b) of Section 5 of the Plan.

Notwithstanding the foregoing, shareholder approval under this Section 11 shall only be required at such time and under such circumstances as shareholder approval would be required under Sections 162(m) or 422 of the Code or Rule 16b-3, stock exchange rules or other applicable law or regulation with respect to any material amendment to an employee benefit plan of the Company.

The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 3 of Plan, no such amendment shall impair the rights of any Participant without his or her consent; provided, however, that the Administrator may not reduce the exercise price of an outstanding Stock Option or Stock Appreciation Right by amending the terms of such Stock Option or Stock Appreciation Right or by canceling such

 

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Stock Option or Stock Appreciation Right in exchange for cash or the grant of a new Award without first obtaining approval from the shareholders of the Company. Notwithstanding the previous sentence, the Administrator reserves the right to amend the terms of any Award as may be necessary or appropriate to avoid adverse tax consequences under Section 409A of the Code.

This excerpt taken from the KCI DEF 14A filed Apr 23, 2008.

Section 11. Amendment and Termination.

The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent, or that, without the approval of the shareholders (as described below), would:

(a) except as provided in Section 3 of the Plan, increase the total number of shares of Stock reserved for issuance under the Plan;

(b) change the class of officers, directors, employees, consultants and advisors eligible to participate in the Plan; or

(c) extend the maximum option period under paragraph (b) of Section 5 of the Plan.

Notwithstanding the foregoing, shareholder approval under this Section 11 shall only be required at such time and under such circumstances as shareholder approval would be required under Sections 162(m) or 422 of the Code or Rule 16b-3, stock exchange rules or other applicable law or regulation with respect to any material amendment to an employee benefit plan of the Company.

The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 3 of Plan, no such amendment shall impair the rights of any Participant without his or her consent; provided, however, that the Administrator may not reduce the exercise price of an outstanding Stock Option or Stock Appreciation Right by amending the terms of such Stock Option or Stock Appreciation Right or by canceling such Stock Option or Stock Appreciation Right in exchange for cash or the grant of a new Award without first obtaining approval from the shareholders of the Company. Notwithstanding the previous sentence, the Administrator reserves the right to amend the terms of any Award as may be necessary or appropriate to avoid adverse tax consequences under Section 409A of the Code.

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