Form DEF 14A Park Hotels & Resorts for: April 30th
according to Section 5 or 11 of the Plan); or (iii) it would materially change the requirements for participation in the Plan; provided, Furtherthat any addition, change, suspension, suspension or termination that would materially and adversely affect the rights of a participant or holder or beneficiary of a previously granted award will not be effective to that extent without the consent of the participant, holder or beneficiary concerned . Notwithstanding the foregoing, the final reservation of Section 12 (b) of the Plan may not be changed without the consent of the shareholders.
(B) Change of award agreements. The Committee may, to the extent compatible with the terms of the Plan and any applicable award agreement, waive any terms or rights under such terms or conditions, or modify, suspend, discontinue, cancel or terminate any previously granted award or related awards Award agreement, prospective or retrospective (including after termination of a participant); providedthat, except as provided in Section 11, any such waiver, addition, amendment, suspension, suspension, cancellation or termination that would materially and adversely affect a Participant’s rights in relation to a previously granted Award will not be effective to that extent without consent of the participant concerned.
(C) No price adjustment. Notwithstanding anything to the contrary in the Plan, (i) no change or modification may reduce the exercise price of an option or the exercise price of a SAR without the consent of the shareholders, unless otherwise permitted in Section 11 of the Plan; (ii) the Committee may not cancel any outstanding options or SAR and replace them with a new option or SAR (with a lower exercise price or value (if any) of the terminated option or SAR; and (iii) the Committee may not take any other action, as “repricing” for the purposes of the shareholder approval rules of a stock exchange or inter-dealer listing system on which the securities of the Company are listed or listed.
(a) Award agreements. Any award under the Plan will be evidenced by an award agreement issued to the entrant to whom such an award was granted and the terms of the award and any rules applicable to it, including the effect on the award of a termination or other events, which can be determined by the committee. For the purposes of the Plan, an Award Agreement may be in any form (written or electronic) determined by the Committee (including, but not limited to, a resolution of the Board or Committee, notice, deed or letter) representing the award occupy. The committee does not need to require that an award agreement be signed by the participant or a duly authorized representative of the company or any subsidiary.
(B) Non-transferability. Each award can only be exercised by the participant to whom this award was awarded during the participant’s lifetime or, if this is permitted under applicable law, by the participant’s legal representative or representative. No award may be assigned, sold, pledged, attached, sold or otherwise transferred or encumbered by any participant (unless such transfer is expressly required under a domestic relationship order or applicable law) except by will or the right of descent and distribution and any such alleged assignment, sale, pledge, attachment, sale, transfer or encumbrance are void and unenforceable against a member of the group of companies; providedthat the designation of a beneficiary does not constitute an assignment, sale, pledge, attachment, sale, transfer or encumbrance.
(C) Dividends and dividend equivalents. The Committee may, in its sole discretion, make dividends, dividend equivalents or similar payments in respect of awards payable in cash, common stock, other securities, other awards or other property to an entrant as part of an award, on an actual or deferred basis, on terms and conditions determined by the Committee may be determined in its discretion, including, but not limited to, payments made directly to the entrant, withholding of such amounts by the Company subject to the transfer of the award or reinvestment in additional common stock, restricted stocks or other awards; providedthat no dividends, dividend equivalents or similar payments are payable in respect of outstanding options or SARs.