Supercuts 2004 Annual Report Download - page 138

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with the Company or an Affiliate, or the acquisition by the Company or an Affiliate of the assets of the employing corporation, or the
acquisition by the Company or Affiliate of the share of the employing corporation, as the result of which it becomes a designated employer
under the Plan. The terms and conditions of the Awards so granted may vary from the terms and conditions set forth in this Plan at the time of
such grant as the majority of the members of the Committee may deem appropriate to conform, in whole or in part, to the provisions of the
awards in substitution for which they are granted.
12.12 Foreign Alternatives. Notwithstanding the other provisions of the Plan, in the case of any Award to any Participant who is an
employee of a foreign subsidiary or foreign branch of the Company or held by a Participant who is in any other category specified by the
Committee, the Committee may specify that such Award shall not be represented by Common Stock or other securities but shall be represented
by rights approximately equivalent (as determined by the Committee) to the rights that such Participant would have received if shares of
Common Stock or other securities had been issued in the name of such Participant otherwise in accordance with the Plan (such rights being
hereinafter called “Share Equivalents”). The Share Equivalents representing any such Award may subsequently, at the option of the
Committee, be converted into cash or an equivalent number of shares of Common Stock or other securities under such circumstances and in
such manner as the Committee may determine.
12.13 Delivery of Stock Certificates. To the extent the Company uses certificates to represent shares of Common Stock, certificates to be
delivered to Participants under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the
Company shall have mailed such certificates in the United States mail, addressed to the Participant, at the Participant’s last known address on
file with the Company. Any reference in this Section 12.13 or elsewhere in the Plan or an Agreement to actual stock certificates and/or the
delivery of actual stock certificates shall be deemed satisfied by the electronic record-keeping and electronic delivery of shares of Common
Stock or other mechanism then utilized by the Company and its agents for reflecting ownership of such shares.
12.14 Headings. The headings contained in this Plan are for reference purposes only and shall not affect the meaning or interpretation of this
Plan.
12.15 Severability. If any provision of this Plan shall for any reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not effect any other provision hereby, and this Plan shall be construed as if such invalid or unenforceable provision were
omitted.
12.16 Successors and Assigns. This Plan shall inure to the benefit of and be binding upon each successor and assign of the Company. All
obligations imposed upon a Participant, and all rights granted to the Company hereunder, shall be binding upon the Participant’s heirs, legal
representatives and successors.
12.17 Entire Agreement. This Plan and each Agreement constitute the entire agreement with respect to the subject matter hereof and thereof,
provided that in the event of any inconsistency between the Plan and each Agreement, the terms and conditions of this Plan shall control.
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