Plan Provisions to Prevail. This Agreement is subject to all of the terms and provisions of the Plan. Without limiting the generality of the foregoing, by entering into this Agreement Optionee agrees that no member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder or this Agreement. In the event that there is any inconsistency between the provisions of this Agreement and of the Plan, the provisions of the Plan shall govern.
Plan Provisions to Prevail. This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.
Plan Provisions to Prevail. This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated herein and made a part hereof, including, without limitation, the provisions of Section 2.9(c) of the Plan (generally prohibiting the sale of shares not owned or immediately issuable and failure to duly deliver shares in settlement), Section 3.2 of the Plan (generally relating to consents required by securities and other laws), Section 3.5 of the Plan (relating to changes in capitalization) and Section 3.11 of the Plan (generally relating to the effects of certain reorganizations and other extraordinary transactions). Any term defined in the Plan shall have the same meaning in this Agreement. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.
Plan Provisions to Prevail. Except as set forth in Section 4(a) hereof, this Amended and Restated Option Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof, including, without limitation, the provisions of Section 8 of the Plan (generally relating to consents required by securities and other laws) and Section 11 of the Plan (generally relating to the effects of certain reorganizations and other extraordinary transactions). Except as set forth in Section 4(a) hereof, in the event there is any inconsistency between the provisions of this Amended and Restated Option Agreement and the Plan, the provisions of the Plan shall govern.
Plan Provisions to Prevail. This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof, including, without limitation, the provisions of Plan Section 3.2 (generally relating to consents required by securities and other laws), Plan Section 3.4 (generally relating to withholding tax obligations), Plan Section 3.5 (generally relating to adjustments to the number of shares of Common Stock subject to the Option and the option exercise price, upon certain changes in capitalization, provided that the Committee shall be required to make an appropriate adjustment in the circumstances described in Plan Section 3.5) and Plan Section 3.11 (generally relating to the effects of certain reorganizations and other extraordinary transactions, provided that in such an event payment of the purchase price in accordance with Section 3 of this Agreement shall be satisfied if made in accordance with Plan Section 2.6(b)(i) or (c)). In the event there is any inconsistency between any of the provisions of the Agreement and the Plan, the provisions of the Plan shall govern.
Plan Provisions to Prevail. This Agreement shall be subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof, including, without limitation, the provisions of section 3.4 of the Plan (generally relating to withholding tax obligations) and section 3.5 of the Plan (generally relating to adjustments to the number of shares of Common Stock subject to the Option and the Option price, upon certain changes in capitalization). If there is any inconsistency between any of the provisions of the Agreement and the Plan, the provisions of the Plan shall govern.
Plan Provisions to Prevail. This Option Agreement is subject to all of the terms and provisions of the Plan. Without limiting the generality of the foregoing, by entering into this Option Agreement the Optionee agrees that no member of the Board or the Committee nor any employee of the Company, Parent Corporation or any of the Company's subsidiaries shall be liable for any action or determination made in good faith with respect to the Plan or this Option Agreement. In the event that there is any inconsistency between the provisions of this Agreement and of the Plan, the provisions of the Plan shall govern.
Plan Provisions to Prevail. This Agreement shall be subject to all of the terms and provisions of the Plan, as it may be amended from time to time, which are incorporated hereby and made a part hereof, including, without limitation, the provisions of Section 2.9(c) of the Plan (generally prohibiting the sale of shares not owned or immediately issuable and failure to duly deliver shares in settlement), Section 3.8(c) of the Plan (generally relating to waivers of claims to continued exercise or vesting of awards, damages and severance entitlements related to non-continuation of awards), Section 3.2 of the Plan (generally relating to consents required by securities and other laws), Section 3.5 of the Plan (relating to changes in capitalization) and Section 3.11 of the Plan (generally relating to the effects of certain reorganizations and other extraordinary transactions). Any term defined in the Plan shall have the same meaning in this Agreement, unless otherwise defined herein. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern. In the event there is any inconsistency regarding the details of the grant between the records or communications of the Company’s outside Stock Plan Administrator and the resolutions and/or minutes of the Committee authorizing the RSUs subject to this Agreement, the Committee’s records shall prevail over the records, communications, databases and online summaries or presentations of those grant details furnished or maintained by the Company’s outside Stock Plan Administrator. Notwithstanding the foregoing, the provisions of Section 1(e) of the Transition Agreement hereof shall govern and control over any conflicting provisions of the Plan, including without limitation the “default rules” under Section 2.10 of the Plan.
Plan Provisions to Prevail. This Agreement shall be subject to all of the terms and provisions of the Plan, as may be amended from time to time, which are incorporated hereby and made a part hereof, including, without limitation, the provisions of Section 2.9(c) of the Plan (generally prohibiting the sale of shares not owned or immediately issuable and failure to duly deliver shares in settlement), Section 3.2 of the Plan (generally relating to consents required by securities and other laws), Section 3.5 of the Plan (relating to changes in capitalization), Section 3.8(c) of the Plan (generally relating to waivers of claims to continued exercise or vesting of awards, damages and severance entitlements related to non-continuation of awards) and Section 3.11 of the Plan (generally relating to the effects of certain reorganizations and other extraordinary transactions). Any term defined in the Plan shall have the same meaning in this Agreement. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern, except in the event such inconsistency is caused by the provisions set forth on Schedule 3 of this Agreement, in which case Schedule 3 shall govern. In the event there is any inconsistency regarding the details of the grant between the records or communications of the Company’s outside Stock Plan Administrator and the resolutions and/or minutes of the Committee authorizing the award(s) subject to this Agreement, the Committee’s records shall prevail over the records, communications, databases and online summaries or presentations of those grant details furnished or maintained by the Company’s outside Stock Plan Administrator.
Plan Provisions to Prevail. Subject to the final sentence of ------------------------------------- this Section 8, this Agreement is subject to all of the terms and provisions of the Plan. Without limiting the generality of the foregoing, by entering into this Agreement the Grantee agrees that no member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder or this Agreement. In the event that there is any inconsistency between the provisions of this Agreement and of the Plan, the provisions of the Plan shall govern. Notwithstanding the foregoing provisions of this Section 8 or anything else herein or in the Plan, the definition of "Change in Control" for purposes of this Agreement and the Restricted Shares shall be the definition contained in the Executive Termination Benefits Agreement between the Grantee and the Company dated January 1, 2001, as it may be amended from time to time, and not the definition contained in the Plan.
