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of compensation” (as such term is defined under Code Section 409A).
(d) The Committee may grant under this Plan any award or combination of awards authorized under this Plan in exchange for the
surrender and cancellation of an award that was not granted under this Plan (including but not limited to an award that was granted by the
Corporation or a Subsidiary, or by another corporation that is acquired by the Corporation or a Subsidiary by merger or otherwise, prior to the
adoption of this Plan by the Board), and any such award or combination of awards so granted under this Plan may or may not cover the same
number of Common Shares as had been covered by the canceled award and shall be subject to such other terms, conditions and discretion as
would have been permitted under this Plan had the canceled award not been granted. Notwithstanding the foregoing provision, a grant of any
award or combination of awards in exchange for the surrender by the Participant and cancellation of any award not granted under this Plan
(the “Non-Plan Awards”) shall comply with Code Section 409A and the guidance and Treasury regulations issued thereunder, if the Non-Plan
Awards surrendered and cancelled are considered a “deferral of compensation” (as such term is defined under Code Section 409A).
(e) This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the
Corporation or any Subsidiary, nor will it interfere in any way with any right the Corporation or any Subsidiary would otherwise have to
terminate such Participant’s employment or other service at any time.
(f) To the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock
Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will remain
in effect for other Option Rights and there will be no further effect on any provision of this Plan.
(g) The Committee may amend the terms of any award theretofore granted under this Plan prospectively or retroactively, but subject
to Section 11 above, no such amendment shall impair the rights of any Participant without his or her consent. The Board may, in its
discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any
awards outstanding hereunder and not exercised in full on the date of termination.
19. Time and Form of Settlement. The time and form of settlement of any of the Participant’s awards shall be made in accordance with the
p
rovisions of the Plan and the applicable Evidence of Award, provided that if a Participant receives settlement of an award upon termination
of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code
Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized,
and the Participant is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur
of the Participant’s death or the date that is six months and one day following the Participant’s termination of employment (the “Delay
Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section shall be paid to the Participant in a lump
sum, and any remaining payments due under the applicable Evidence of Award, shall be payable at the same time and form as such amounts
would have been paid in accordance with their original payment schedule under such Evidence of Award
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