Aramark 2001 Equity Incentive Plan.



 
EXHIBIT 4.1

 
ARAMARK 2001 EQUITY INCENTIVE PLAN

(As Amended Effective December 1, 2002) 
 
1.    Purpose of the Plan 
 
The purpose of the Plan is to aid the Company and its
Affiliates in recruiting, retaining and rewarding key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by
providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors or consultants will have in the welfare of the Company as a result of their proprietary
interest in the Company’s success. 
 
2.    Definitions 
 
The following capitalized terms used in the Plan have the respective meanings set forth in this Section: 
 

	 	(a)	 	Act: The Securities Exchange Act of 1934, as amended, or any successor thereto. 

 

	 	(b)	 	Affiliate: Any entity directly or indirectly controlling, controlled by, or under common control with, the Company or any other entity designated by the Board
in which the Company or an Affiliate has an interest. 

 

	 	(c)	 	Award: An Option, Stock Appreciation Right or Other Share-Based Award granted pursuant to the Plan. 

 

	 	(d)	 	Beneficial Owner: A “beneficial owner,” as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto).


 

	 	(e)	 	Board: The Board of Directors of the Company. 

 

	 	(f)	 	Change in Control: The occurrence of any of the following events: (i) any Person (other than (A) a Person holding securities representing 10% or more of the
combined voting power of the Company’s outstanding securities as of the date that the Company completes an initial public offering of its class B common stock (a “Pre-Existing Shareholder”), (B) the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or (C) any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company),
becomes the Beneficial Owner, directly or indirectly, of securities of the Company, representing (I) 20% or more of the combined voting power of the Company’s then-outstanding securities and (II) more of the combined voting power of the
Company’s then-outstanding securities than the Pre-Existing Shareholders in the aggregate; 

 








	 	    	 	(ii)  during any period of twenty-four consecutive months (not including any period prior to the date that the Company completes an initial public offering
of its class B common stock), individuals who at the beginning of such period constitute the Board, and any new director (other than a director nominated by any Person (other than the Company) who publicly announces an intention to take or to
consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control under (i), (iii) or (iv) of this Section 2(f)) whose election by the Board or nomination for
election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof; 

 

	 	    	 	(iii)  the consummation of any transaction or series of transactions resulting in a merger or consolidation in which the Company is involved, other than a
merger or consolidation which would result in the shareholders of the Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion
as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; 

 

	 	    	 	(iv)  the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets; or


 

	 	    	 	(v)  any other transaction so denominated by the Board. 

 

	 	(f)	 	Code: The Internal Revenue Code of 1986, as amended, or any successor thereto. 

 

	 	(g)	 	Committee: The Human Resources, Compensation and Public Affairs Committee of the Board, or such other committee as may be appointed by the Board in accordance
with Section 4 of the Plan. 

 

	 	(h)	 	Company: ARAMARK Worldwide Corporation, a Delaware corporation. 

 

	 	(i)	 	Effective Date: The date the Board approves the Plan, or such later date as is designated by the Board. 

 

	 	(j)	 	Fair Market Value: On a given date, (i) if there should be a public market for the relevant Shares on such date, the closing price of such Shares as reported
on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if such Shares are not listed or admitted on any national securities exchange, the closing price of such
Shares on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such price is 








 

	 	    	 	regularly quoted) (the “NASDAQ”), or, if no sale of such Shares shall have been reported on the Composite Tape of any national securities exchange or
quoted on the NASDAQ on such date, then the immediately preceding date on which sales of such Shares have been so reported or quoted shall be used; provided that, in the event of an initial public offering of the class B common stock of the Company,
the Fair Market Value of the shares on the date of such initial public offering shall be the price at which the initial public offering was made; and (ii) if there should not be a public market for the Shares on such date, the Fair Market Value
shall be the value established by the Committee in good faith. 

 

	 	(k)	 	ISO: An Option that is also an incentive stock option, as described in Section 422 of the Code, granted pursuant to Section 6(c) of the Plan.


 

	 	(l)	 	LSAR: A limited stock appreciation right granted pursuant to Section 7(d) of the Plan. 

 

	 	(m)	 	Option: A stock option granted pursuant to Section 6 of the Plan. 

 

	 	(n)	 	Option Price: The purchase price per Share under the terms of an Option, as determined pursuant to Section 6(a) of the Plan. 

 

	 	(o)	 	Other Share-Based Awards: Awards granted pursuant to Section 8 of the Plan. 

 

	 	(p)	 	Participant: An employee, director or consultant of the Company or an Affiliate who is selected by the Committee to participate in the Plan.


 

	 	(q)	 	Performance–Based Awards: Certain Other Share-Based Awards granted pursuant to Section 8(b) of the Plan. 

 

	 	(r)	 	Person: A “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto).


 

	 	(s)	 	Plan: The ARAMARK 2001 Equity Incentive Plan. 

 

	 	(t)	 	RSU: A restricted stock unit, granted pursuant to Section 8 of the Plan, that represents the right to receive a Share. 

 

	 	(u)	 	Shares: Shares of class A (including but not limited to class A-1, class A-2 or class A-3) common stock or class B (including but not limited to class B-1,
class B-2 or class B-3) common stock of the Company, subject to coordination with Section 9 hereof. 

 

	 	(v)	 	Stock Appreciation Right: A stock appreciation right granted pursuant to Section 7 of the Plan. 

 

	 	(x)	 	Subsidiary: Any entity that, directly or indirectly, is controlled by the Company, and any entity in which the Company has an equity interest, in either case
as determined by the Committee. 








 
3.    Shares Subject to the Plan 
 
The total number of Shares of class A and class B common stock that may be used to satisfy Awards under the Plan initially is 30 million, with an additional 3% of the sum of the class A and class B
common stock of the Company that is outstanding as of the end of the prior year becoming available under the Plan on each January 1 following the adoption of the Plan, for so long as the Plan is in effect. Subject to coordination with Section 8(b),
the maximum number of Shares of either class A or class B common stock for which any Award may be granted during a calendar year to any Participant shall be 3 million, and the maximum number of Shares of class A and class B common stock that may be
used to satisfy Awards that are intended to be ISO’s shall be 30 million. The Shares may consist, in whole or in part, of unissued Shares or previously-issued Shares. The issuance of Shares upon the exercise or payment of an Award shall reduce
the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards which terminate, lapse or are cancelled may again be used to satisfy Awards under the Plan. If the Option Price of any Option granted under the
Plan is satisfied by delivering Shares to the Company, only the number of Shares issued net of the Shares delivered shall be deemed delivered for purposes of determining the maximum numbers of Shares available under the Plan. To the extent any
Shares subject to an Award are not delivered to a Participant because such Shares are used to satisfy an applicable tax-withholding obligation, such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of
Shares available under the Plan. 
 
4.    Administration 
 
The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part as it determines, including to a subcommittee consisting solely of at least two individuals who are intended to qualify as
“non-employee directors” within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and “outside directors” within the meaning of Section 162(m) of the Code (or any successor section thereto). The
Committee may grant Awards under this Plan only to Participants; provided that Awards may also, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company
or its Affiliates or a company that becomes an Affiliate. The number of Shares underlying such substitute Awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Committee is authorized to interpret
the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to
establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time, in its sole discretion (including, without limitation, accelerating or waiving any vesting conditions
and/or accelerating any payment). The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes of any relevant jurisdiction as a result of the granting, vesting or exercise
of an Award, or upon the sale of Shares acquired by the granting, vesting or exercise of an Award. For avoidance of doubt, if at any time the Committee determines that it has not received or required sufficient payment in respect of such
withholding, the Committee is authorized to 







require such additional payments as it determines are necessary, and may withhold from such sources as it
determines are necessary, including by payroll deductions. 
 
5.    Limitations 
 
No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date. 
 
6.    Terms and
Conditions of Options 
 
Options granted under
the Plan shall be, as determined by the Committee, non-qualified stock options or ISOs for United States federal income tax purposes (or other types of Options in jurisdictions outside the United States), as evidenced by the related Award, and shall
be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine: 
 

	 	(a)	 	Option Price; Exercisability. Options granted under the Plan shall have an Option Price, and shall be exercisable at such time and upon such terms and
conditions, as may be determined by the Committee. 

 

	 	(b)	 	Exercise of Options. Except as otherwise provided in the Plan or in an Award, an Option may be exercised for all, or from time to time any part, of the Shares
for which it is then exercisable. For purposes of this Section 6 of the Plan, the exercise date of an Option shall be the date a notice of exercise is received by the Company accompanied by, if applicable, full payment of the Option Price or the
Participant’s binding personal obligation to pay the Option Price, in either event pursuant to clauses (i), (ii) or (iii) in the following sentence. Except as otherwise provided in an Award, the purchase price for the Shares as to which an
Option is exercised shall be paid in full at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for
the Shares being purchased and satisfying such other requirements as may be imposed by the Committee, provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by
the Committee or generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares, provided, that such Shares have been held by the Participant for no less than six months (or such
other period as established from time to time by the Committee or generally accepted accounting principles), or (iv) through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and deliver
promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. The Committee may authorize the Company to make or facilitate loans to Participants to enable them to exercise
Options. The Committee may permit Participants to exercise Options in joint-tenancy with the Participant’s spouse. No Participant shall have any rights to dividends or other rights of a shareholder with respect to Shares subject to an Option
until the Participant has given written notice of exercise of the Option, the Participant has paid in full for such Shares, the Shares in question have been recorded in the Company’s register of 








     shareholders, and, if applicable, the Participant has satisfied any other
conditions imposed by the Committee pursuant to the Plan. 
 

	 	(c)	 	ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. No ISO shall have a per Share Option Price of less than the Fair Market
Value of a Share on the date granted or have a term in excess of ten years; provided, however, that no ISO may be granted to any Participant who at the time of such grant, owns more than ten percent of the total combined voting power of all classes
of shares of the Company or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the
day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (A) within two years after the date of grant of such ISO or (B) within one year after the
transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. 

 

	 	(d)	 	Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the Option Price by delivering Shares, the
Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of record ownership of such Shares, or, to the extent permitted by the Committee, beneficial ownership of such Shares, in
which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option. 

 

	 	(e)	 	Reload Options. At the discretion of the Committee, if a Participant uses Shares to pay the Option Price and/or arranges to have a portion of the Shares
otherwise issuable upon exercise withheld to pay the applicable withholding taxes, then the Participant may receive an Option, (a “Reload Option”) to purchase the number of Shares equal to the number of Shares tendered to pay the Option
Price and any Shares tendered or withheld to satisfy withholding taxes (but only if such Shares were held by the Participant for at least six months or such other period as established from time for time by the Committee or generally accepted
accounting principles). Reload Options may be of any type of Option permitted under the Code and the Plan and will be granted subject to such terms, conditions, restrictions and limitations as may be determined by the Committee from time to time,
which may be different from or the same as those of the underlying Option. Reload Options shall have an Option Price that is not less than the Fair Market Value of shares as of the date of exercise of the underlying Option. Unless the Committee
determines otherwise, a Reload Option may be exercised commencing one year after it is granted and shall expire on the date of expiration of the underlying Option to which the Reload Option relates or the fifth anniversary of the date of the grant
of the Reload Option, whichever occurs later. 

 
7.    Terms and Conditions of Stock Appreciation Rights 
 

	 	(a)	 	Grants. The Committee also may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with










	 	    	 	an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related
Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same
terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in a Stock Appreciation Right Award). 

 

	 	(b)	 	Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee. Each Stock Appreciation Right granted
independent of an Option shall entitle a Participant upon exercise to a payment from the Company of an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii)
the number of Shares covered by the Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion
thereof, and to receive from the Company in exchange therefor an amount equal to (I) the excess of (x) the Fair Market Value on the exercise date of one Share over (y) the Option Price per Share, times (II) the number of Shares covered by the
Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Company shall be the exercise date. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such
Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the
Stock Appreciation Right is being exercised. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded
downward to the next whole Share. 

 

	 	(c)	 	Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Stock Appreciation Rights as it may
deem fit. 

 

	 	(d)	 	Limited Stock Appreciation Rights. The Committee may grant LSARs that are exercisable upon the occurrence of specified contingent events. Such LSARs may
provide for a different method of determining appreciation, specify that payment will be made only in cash and provide that any related Awards are not exercisable while such LSARs are exercisable. Unless the context otherwise requires, whenever the
term “Stock Appreciation Right” is used in the Plan, such term shall include LSARs. 

 
8.    Other Share-Based Awards 
 

	 	(a)	 	Generally. The Committee, in its sole discretion, may grant Awards of Shares, Awards of restricted Shares, Awards of RSUs and other Awards that are valued in
whole or in part by reference to, or are otherwise based on the Fair Market Value, of Shares (“Other Share-Based Awards”). Such Other Share-Based Awards shall be in such form, and dependent on such conditions, as the










	 	    	 	Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the completion
of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Share-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the
Plan, the Committee shall determine: (i) to whom and when Other Share-Based Awards will be made; (ii) the number of Shares to be awarded under (or otherwise related to) such Other Share-Based Awards; (iii) whether such Other Share-Based Awards shall
be settled in cash, Shares or a combination of cash and Shares; and (iv) all other terms and conditions of such Other Share-Based Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so
awarded and issued shall be fully paid and non-assessable) 

 

	 	(b)	 	Performance-Based Awards. Notwithstanding anything to the contrary herein, certain Other Stock-Based Awards granted under this Section 8 may be granted in a
manner which is deductible by the Company under Section 162(m) of the Code (or any successor section thereto) (“Performance-Based Awards”). A Participant’s Performance-Based Award shall be determined based on the attainment of written
performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for that performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance
period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the following criteria:
earnings before interest and taxes, income, net income, earnings per Share, book value per Share, total shareholder return, return on shareholder’s equity, expense management, return on investment, improvements in capital structure,
profitability, profit margins, Share price, market share, sales, cost, cash flow, operating cash flow, free cash flow, working capital, return on assets, total business return and return on gross investment. The foregoing criteria may relate to the
Company, one or more of its Subsidiaries or one or more of its divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination
thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items. The maximum
amount of a Performance-Based Award during a calendar year to any Participant shall be U.S.$10 million or, if the Performance-Based Award is denominated in Shares, the per-Participant limit in Section 3 shall apply. The Committee shall determine
whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, to so certify and ascertain the amount of the applicable Performance-Based Award. No
Performance-Based Awards will be paid for such performance period until such certification is made by the Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the
applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such 









	 	    	 	time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent
permitted by the Committee and consistent with the provisions of Section 162(m) of the Code, elect to defer payment of a Performance-Based Award. 

 
9.    Adjustments Upon Certain Events 
 
Notwithstanding any other provisions in the Plan to the
contrary, the following provisions shall apply to all Awards granted under the Plan: 
 

	 	(a)	 	Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off or combination transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar to the
foregoing, the Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for
issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the Option Price or exercise price of any Stock Appreciation Right, (iii) the maximum number of Shares for which any Award may be granted during a calendar year to any Participant
and/or (iv) any other affected terms of any Award. 

 

	 	(b)	 	Change in Control. In the event of a Change in Control after the Effective Date, the Committee may, in its sole discretion, provide for: (i) the accelerated
vesting or exercisability of any outstanding Awards then held by Participants that are otherwise unexercisable or unvested, as the case may be, to the extent determined by the Committee and as of a date selected by the Committee; (ii) the
termination of an Award upon the consummation of the Change in Control, and the payment of a cash amount in exchange for the cancellation of an Award which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of the
Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights over the aggregate exercise price of such Options or Stock Appreciation Rights; and/or (iii) the issuance of substitute Awards that will substantially preserve the
otherwise applicable terms of any affected Awards previously granted hereunder. 

 

	 	(c)	 	Termination of Employment. If an Award is made with respect to the class A common stock of the Company, then to the extent such Award is outstanding upon a
Participant’s termination of employment with the Company for any reason, whether or not vested, such Award automatically shall be adjusted and converted to an Award with respect to class B-1, B-2 or B-3 common stock of the Company, as the case
may be; provided that such adjustment and conversion shall not affect the vested (or unvested) status of the Award, nor, if applicable, its status as an ISO. For avoidance of doubt, in all cases, the class A and class B common stock referred to in
this Section 9(c) shall be subject to the adjustment provisions set forth in Sections 9(a) and 9(b) above. 








 
10.    No Right to Employment or Awards 
 
The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the employment or service or consulting relationship of a Participant and shall not lessen
or affect the Company’s or Affiliate’s right to terminate the employment or service or consulting relationship of such Participant. No Participant or other person shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant
(whether or not such Participants are similarly situated). 
 
11.    Successors and Assigns 
 
The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. 
 
12.    Nontransferability of Awards 
 
Unless otherwise determined by the Committee, an Award shall
not be transferable or assignable by the Participant other than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of
the Participant. 
 
13.    Amendments or
Termination 
 
The Board may amend, alter or
discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would (i) increase the maximum number of shares available for Awards under the Plan, including with respect to Performance-Based Awards, or (ii) without the
consent of a Participant, diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit
Awards to meet the requirements of the Code or other applicable laws. 
 
14.    International Participants 
 
With respect to Participants who reside or work outside the United States of America, the Committee may, in its sole discretion, amend the
terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Committee may, where appropriate, establish one or more sub-plans to reflect such amended or varied provisions.

 
15.    Choice of Law 
 
The Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws. 







 
16.    Effectiveness of the Plan 
 
The Plan shall be effective as of the Effective Date, subject to the approval of the shareholders of the Company.