WCRX » Topics » Amendment and Termination

This excerpt taken from the WCRX DEF 14A filed Jun 26, 2009.

Amendment and Termination

Our board of directors may suspend, amend, modify or terminate the Equity Incentive Plan, provided, however, that any amendment that increases the maximum number of Class A common shares available for issuance under the Equity Incentive Plan in the aggregate, changes the legal entity authorized to make awards under the 2005 Equity Incentive Plan from the Company (or its successor) to any other legal entity or which materially changes the class of persons who are eligible for the grant of ISOs, shall be subject to the approval of the holders of a majority of the Class A common shares.

Except as our board of directors may deem necessary or desirable in order to comply with any applicable law or regulatory requirement, approval of the holders of the Class A common shares shall not be required for any other amendment of the Equity Incentive Plan.

Awards granted prior to a termination of the Equity Incentive Plan shall continue in accordance with their terms following such termination. No amendment, suspension or termination of the Equity Incentive Plan shall adversely affect the rights of a participant in awards previously granted without such participant’s consent, unless determined to be required in order to comply with applicable law or regulations.

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