Restricted stock awards are shares of our Class B common stock that vest in accordance with terms and
conditions established by the Compensation Committee. The Compensation Committee may impose whatever vesting conditions it determines to be appropriate. Restricted stock that does not vest is subject to forfeiture. Restricted stock unit awards are
units entitling the recipient to receive shares of stock upon the lapse of vesting conditions, and subject to such restrictions and other conditions, as the Compensation Committee shall determine.
Deferred stock is a right entitling the recipient to receive shares of stock paid out on a deferred basis, and subject to such restrictions and conditions, as
the Compensation Committee shall determine.
Performance share units entitle the recipient to receive shares of stock upon the attainment of specified
performance goals, and subject to such restrictions and conditions, as the Compensation Committee shall determine.
Persons holding unexercised options,
restricted stock units, deferred stock or performance share units have no rights as shareholders with respect to such options, restricted stock units, deferred stock or performance share units. Except as otherwise provided by the Compensation
Committee, no dividends, distributions or dividend equivalents will be made with respect to options, restricted stock units, deferred stock or performance share units.
The Compensation Committee determines the number of shares subject to awards granted to a participant under the 2015 Equity Incentive Plan.
Participants
. If the employment of a participant terminates, or service to us by any
non-employee
participant
terminates, other than due to the participants death or disability or certain terminations following a change of control, all unvested awards held by such participant (except as otherwise provided in the related award agreement) will
immediately terminate. Vested option awards, to the extent unexercised, will terminate 90 days after a participants termination of employment or service and will be exercisable during the
90-day
period,
unless the award agreement provides otherwise.
If the employment of a participant terminates, or service to us by any
non-employee
participant terminates, due to death or following a participants disability, all unvested awards then held by the participant (except as otherwise provided in the related award agreement)
will become vested, and all option awards to the extent vested but unexercised will terminate one year after such termination of employment or service and will be exercisable during the
one-year
period, unless
the award agreement provides otherwise.
Notwithstanding the foregoing, if a participants termination of employment or service is a termination for
cause, as defined in the plan, to the extent any award is not effectively exercised or has not vested prior to such termination, it will lapse or be forfeited immediately upon such termination. In all events, an award will not be exercisable after
the end of its term as set forth in the related award agreement.
Plan Amendment or Termination
. Our Board of Directors may, at any time, amend or
terminate the plan. However, no amendment or termination may, in the absence of written consent to the change by the affected plan participant, adversely affect the rights of the participant or beneficiary under any award granted under the plan
prior to the date such amendment is adopted. In addition, no amendment may increase the number of shares of our Class B common stock that may be delivered pursuant to awards under the plan without the approval of our shareholders, except for
certain adjustments as set forth in the plan.
Combinations
. In the event of any change in our outstanding Class B common stock by reason of a
stock split, stock dividend, combination of shares, recapitalization, merger, consolidation or similar event, the Compensation Committee shall adjust proportionally the number of Class B common stock shares reserved for future issuance under
the plan, the number of shares subject to outstanding awards, and the exercise price applicable to each option. In the event of a merger, consolidation, or reorganization with another corporation where we are not the surviving corporation, or a
transaction in which we cease to be publicly traded, the Compensation Committee shall, subject to the approval of our board or the board of any corporation assuming our obligations, either substitute the award with a similar award from the surviving
corporation or cancel the award and pay its value to the participant.
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