Common use of Administration of the Plan Clause in Contracts

Administration of the Plan. A. The Plan shall be administered by the Board of Directors. B. The Board is authorized to administer and interpret the Plan, to adopt, amend, and rescind from time to time such rules and regulations for carrying out the Plan as it may deem advisable, and to make all other determinations and take such steps as it may deem necessary or advisable for the administration of the Plan, subject to the terms, conditions, and limitations of the Plan. The Board shall have the sole authority: 1. to select the Key Persons to whom Options or Stock Rights will be granted under the Plan; 2. to designate the type of Option to be granted under the Plan as an Incentive Stock Option or a Non-Qualified Option; 3. to determine the number of Shares to be covered by Options granted under the Plan, and the option price thereof subject to Article VII hereof; 4. to determine the number of Shares to be granted pursuant to Stock Rights; 5. to determine the time or times when Stock Rights will be granted and when Options shall be granted and the period during which they will be exercisable; 6. to determine the form of any Stock Rights Agreement, Subscription Agreement, or Option Agreements; 7. to impose such conditions on the issuance of Stock Rights or the grant or exercise of an Option as it determines are appropriate; 8. to determine any question as to the termination of service of a Key Person with or for the Company, and the duration and purposes of leaves of absence which may be granted to Key Persons without constituting a termination of employment or termination of services for purposes of the Plan; and 9. to determine what events, if any, will result in the acceleration of a Stock Right or the exercisability of all or any portion of an Option. The determination of the Board, in any of the foregoing respects shall be final, conclusive, and binding as to all concerned. C. The Board may request the recommendations of the officers of the Company with respect to participation under the Plan of all Key Persons. D. A majority of the Board shall constitute a quorum and make all determinations, take all actions, and conduct business in respect of the Plan. Any Board action may be taken or determined without a meeting if all members thereof shall consent in writing to such action or determination. In the event action by the Board is taken by written consent, the action shall be deemed to have been taken at the time specified in the consent or, if none is specified, at the time of the last signature. The Board may delegate administrative functions in respect of the Plan to individuals who are officers or employees of the Company. All determinations or interpretations made by the Board shall be final and conclusive. No members of the Board shall be liable for any action, determination, interpretation or omission taken or made in good faith with respect to the Plan or any Options or Stock Rights granted hereunder. E. All costs and expenses incurred in connection with the administration of the Plan, including any stock transfer taxes, shall be borne by the Company.

Administration of the Plan. A. The Primary Committee shall have sole and exclusive authority to administer the Plan with respect to Section 16 Insiders (other than non-employee Board members, whose Awards shall be administered by the full Board, as provided below). Administration of the Plan with respect to all other persons eligible to participate in those programs may, at the Board’s discretion, be vested in the Primary Committee or a Secondary Committee, or the Board may retain the power to administer those programs with respect to all such persons. However, any discretionary Awards for members of Directorsthe Primary Committee must be authorized by a disinterested majority of the Board. B. Members of the Primary Committee or any Secondary Committee shall serve for such period of time as the Board may determine and may be removed by the Board at any time. The Board is authorized may also at any time terminate the functions of any Secondary Committee and reassume all powers and authority previously delegated to administer and interpret such committee. C. Each Plan Administrator shall, within the scope of its administrative functions under the Plan, have full power and authority (subject to adopt, amend, and rescind from time the provisions of the Plan) to time establish such rules and regulations for carrying out the Plan as it may deem advisable, appropriate for proper administration of the Plan and to make all other such determinations under, and take issue such steps interpretations of, the provisions of those programs and any outstanding Awards thereunder as it may deem necessary or advisable for the administration advisable. Decisions of the Plan, subject to Plan Administrator within the terms, conditions, and limitations scope of the Plan. The Board shall have the sole authority: 1. to select the Key Persons to whom Options or Stock Rights will be granted under the Plan; 2. to designate the type of Option to be granted its administrative functions under the Plan as an Incentive Stock Option or a Non-Qualified Option; 3. to determine the number of Shares to be covered by Options granted under the Plan, and the option price thereof subject to Article VII hereof; 4. to determine the number of Shares to be granted pursuant to Stock Rights; 5. to determine the time or times when Stock Rights will be granted and when Options shall be granted and the period during which they will be exercisable; 6. to determine the form of any Stock Rights Agreement, Subscription Agreement, or Option Agreements; 7. to impose such conditions on the issuance of Stock Rights or the grant or exercise of an Option as it determines are appropriate; 8. to determine any question as to the termination of service of a Key Person with or for the Company, and the duration and purposes of leaves of absence which may be granted to Key Persons without constituting a termination of employment or termination of services for purposes of the Plan; and 9. to determine what events, if any, will result in the acceleration of a Stock Right or the exercisability of all or any portion of an Option. The determination of the Board, in any of the foregoing respects shall be final, conclusive, and binding as to all concerned. C. The Board may request the recommendations of the officers of the Company with respect to participation under the Plan of all Key Persons. D. A majority of the Board shall constitute a quorum and make all determinations, take all actions, and conduct business in respect of the Plan. Any Board action may be taken or determined without a meeting if all members thereof shall consent in writing to such action or determination. In the event action by the Board is taken by written consent, the action shall be deemed to have been taken at the time specified in the consent or, if none is specified, at the time of the last signature. The Board may delegate administrative functions in respect of the Plan to individuals who are officers or employees of the Company. All determinations or interpretations made by the Board shall be final and conclusivebinding on all parties who have an interest in the equity incentive programs under its jurisdiction or any Award thereunder. D. Service on the Primary Committee or the Secondary Committee shall constitute service as a Board member, and members of each such committee shall accordingly be entitled to full indemnification and reimbursement as Board members for their service on such committee. No members member of the Board Primary Committee or the Secondary Committee shall be liable for any action, determination, interpretation act or omission taken or made in good faith with respect to the Plan or any Options or Stock Rights granted hereunderAwards under the Plan. E. All costs and expenses incurred in connection Notwithstanding the foregoing, the full Board shall administer the Plan with respect to any Awards to the administration non-employee members of the PlanBoard. In addition, including in its sole discretion, the Board may at any stock transfer taxestime and from time to time exercise any and all rights and duties of the Primary Committee or any Secondary Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act, shall or any regulations or rules issued thereunder, are required to be borne by determined in the Companysole discretion of the Primary Committee.

Administration of the Plan. A. The Plan shall be administered by the Board Option Committee. The Option Committee shall have the authority granted to it under this section and under each other section of Directors. B. The Board is authorized to administer and interpret the Plan. The Option Committee shall have the authority, in its sole discretion, to adoptdetermine the type or types of Awards to be granted pursuant to the Plan. Such Awards may be granted either alone, amendin addition to, or in tandem with, any other type of Award. In accordance with and subject to the provisions of the Plan and Rule 16b-3, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and rescind (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical). The Option Committee from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem advisable, proper and to make all other determinations and take such steps as it may deem necessary or advisable for the administration of the Plan, subject to the terms, conditions, and limitations of the Plan. The Board shall have the sole authority: 1. to select the Key Persons to whom Options or Stock Rights will be granted under the Plan; 2. to designate the type of Option to be granted under the Plan as an Incentive Stock Option or a Non-Qualified Option; 3. to determine the number of Shares to be covered by Options granted under the Plan, and the option price thereof subject to Article VII hereof; 4. to determine the number of Shares to be granted pursuant to Stock Rights; 5. to determine the time or times when Stock Rights will be granted and when Options shall be granted and the period during which they will be exercisable; 6. to determine the form of any Stock Rights Agreement, Subscription Agreement, or Option Agreements; 7. to impose such conditions on the issuance of Stock Rights or the grant or exercise of an Option as it determines are appropriate; 8. to determine any question as to the termination of service of a Key Person with or for the Company, and the duration and purposes of leaves of absence which may be granted to Key Persons without constituting a termination of employment or termination of services for purposes of the Plan; and 9. to determine what events, if any, will result in the acceleration of a Stock Right or the exercisability of all or any portion of an Option. The determination of the Board, in any of the foregoing respects shall be final, conclusive, and binding as to all concerned. C. The Board may request the recommendations of the officers of the Company with respect to participation under the Plan of all Key Persons. D. A majority of the Board shall constitute a quorum and make all determinations, take all actions, and conduct business in respect of the Plan. Any Board action may be taken or determined without a meeting if all members thereof shall consent in writing to such action or determination. In the event action by the Board is taken by written consent, the action shall be deemed to have been taken at the time specified in the consent or, if none is specified, at the time of the last signature. The Board may delegate administrative functions in respect of the Plan to individuals who are officers or employees best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes shall be available to every member of the Board. All actions taken and all interpretations and determinations or interpretations made by the Board Option Committee in good faith (including determinations of Fair Market Value) shall be final and conclusivebinding upon all Participants, the Company and all other interested persons. No members member of the Board Option Committee shall be personally liable for any action, determination, determination or interpretation or omission taken or made in good faith with respect to the Plan or any Options or Stock Rights granted hereunder. E. All costs Plan, and expenses incurred in connection with the administration all members of the PlanOption Committee shall, including any stock transfer taxesin addition to rights they may have if Directors of the Company, shall be borne fully protected by the CompanyCompany with respect to any such action, determination or interpretation.

Administration of the Plan. A. The Plan shall be administered by the Board of Directors. B. The Board is authorized to administer and interpret the Plan, to adopt, amend, and rescind from time to time such rules and regulations for carrying out the Plan as it may deem advisable, and to make all other determinations and take such steps as it may deem necessary or advisable for the administration of the Plan, subject to the terms, conditions, and limitations of the Plan. The Board shall have the sole authority: 1. to select the Key Persons to whom Options or Stock Rights will be granted under the Plan; 2. to designate the type of Option to be granted under the Plan as an Incentive Stock Option or a Non-Qualified Option; 3. to determine the number of Shares to be covered by Options granted under the Plan, and the option price thereof subject to Article VII hereof; 4. to determine the number of Shares to be granted pursuant to Stock Rights; 5. to determine the time or times when Stock Rights will be granted and when Options shall be granted and the period during which they will be exercisable; 6. to determine the form of any Stock Rights Agreement, Subscription Agreement, Agreement or Option Agreements; 7. to impose such conditions on the issuance of Stock Rights or the grant or exercise of an Option as it determines are appropriate; 8. to determine any question as to the termination of service of a Key Person with or for the Company, and the duration and purposes of leaves of absence which may be granted to Key Persons without constituting a termination of employment or termination of services for purposes of the Plan; and 9. to determine what events, if any, will result in the acceleration of a Stock Right or the exercisability of all or any portion of an Option. The determination of the Board, in any of the foregoing respects shall be final, conclusive, and binding as to all concerned. C. The Board may request the recommendations of the officers of the Company with respect to participation under the Plan of all Key Persons. D. A majority of the Board shall constitute a quorum and make all determinations, take all actions, and conduct business in respect of the Plan. Any Board action may be taken or determined without a meeting if all members thereof shall consent in writing to such action or determination. In the event action by the Board is taken by written consent, the action shall be deemed to have been taken at the time specified in the consent or, if none is specified, at the time of the last signature. The Board may delegate administrative functions in respect of the Plan to individuals who are officers or employees of the Company. All determinations or interpretations made by the Board shall be final and conclusive. No members of the Board shall be liable for any action, determination, interpretation or omission taken or made in good faith with respect to the Plan or any Options or Stock Rights granted hereunder. E. All costs and expenses incurred in connection with the administration of the Plan, including any stock transfer taxes, shall be borne by the Company.

Administration of the Plan. A. The Plan shall be administered by the Board Option Committee. The Option Committee shall have the authority granted to it under this section and under each other section of Directors. B. The Board is authorized to administer and interpret the Plan. The Option Committee shall have the authority, in its sole discretion, to adoptdetermine the type or types of Awards to be granted pursuant to the Plan. Such Awards may be granted either alone, amendin addition to, or in tandem with, any other type of Award. In accordance with and subject to the provisions of the Plan and Rule 16b-3, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and rescind (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Unit as the Option Committee may deem necessary or desirable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical). The Option Committee from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem advisable, proper and to make all other determinations and take such steps as it may deem necessary or advisable for the administration of the Plan, subject to the terms, conditions, and limitations of the Plan. The Board shall have the sole authority: 1. to select the Key Persons to whom Options or Stock Rights will be granted under the Plan; 2. to designate the type of Option to be granted under the Plan as an Incentive Stock Option or a Non-Qualified Option; 3. to determine the number of Shares to be covered by Options granted under the Plan, and the option price thereof subject to Article VII hereof; 4. to determine the number of Shares to be granted pursuant to Stock Rights; 5. to determine the time or times when Stock Rights will be granted and when Options shall be granted and the period during which they will be exercisable; 6. to determine the form of any Stock Rights Agreement, Subscription Agreement, or Option Agreements; 7. to impose such conditions on the issuance of Stock Rights or the grant or exercise of an Option as it determines are appropriate; 8. to determine any question as to the termination of service of a Key Person with or for the Company, and the duration and purposes of leaves of absence which may be granted to Key Persons without constituting a termination of employment or termination of services for purposes of the Plan; and 9. to determine what events, if any, will result in the acceleration of a Stock Right or the exercisability of all or any portion of an Option. The determination of the Board, in any of the foregoing respects shall be final, conclusive, and binding as to all concerned. C. The Board may request the recommendations of the officers of the Company with respect to participation under the Plan of all Key Persons. D. A majority of the Board shall constitute a quorum and make all determinations, take all actions, and conduct business in respect of the Plan. Any Board action may be taken or determined without a meeting if all members thereof shall consent in writing to such action or determination. In the event action by the Board is taken by written consent, the action shall be deemed to have been taken at the time specified in the consent or, if none is specified, at the time of the last signature. The Board may delegate administrative functions in respect of the Plan to individuals who are officers or employees best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes shall be available to every member of the Board. All actions taken and all interpretations and determinations or interpretations made by the Board Option Committee in good faith (including determinations of Fair Market Value) shall be final and conclusivebinding upon all Participants, the Company and all other interested persons. No members member of the Board Option Committee shall be personally liable for any action, determination, determination or interpretation or omission taken or made in good faith with respect to the Plan or any Options or Stock Rights granted hereunder. E. All costs Plan, and expenses incurred in connection with the administration all members of the PlanOption Committee shall, including any stock transfer taxesin addition to rights they may have if Directors of the Company, shall be borne fully protected by the CompanyCompany with respect to any such action, determination or interpretation.

Administration of the Plan. A. (a) The Plan shall be administered by the Board of Directors. B. the Company, unless it expressly establishes a committee for this purpose. No member of the Board of the Company shall act upon any matter exclusively affecting any Option granted or to be granted to himself or herself under the Plan. A majority of the members of the Board of the Company shall constitute a quorum, and any action may be taken by a majority of those present and voting at any meeting. The decision of the Board of the Company as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The Board is authorized of the Company, in its sole discretion, may grant Options to administer purchase shares of the Common Shares, and interpret the Board of the Company shall issue Common Shares upon exercise of such Options as provided in the Plan. The Board of the Company shall have authority, subject to the express provisions of the Plan to construe the respective Option agreements and the Plan, to adoptprescribe, amend, amend and rescind from time to time such rules and regulations for carrying out relating to the Plan as it Plan, to determine the terms and provisions of the respective Option agreements, which may deem advisablebut need not be identical, and to make all other determinations and take such steps as it may deem in the judgment of the Board of the Company necessary or advisable desirable for the administration of the Plan, subject to the terms, conditions, and limitations of the Plan. The Board shall have the sole authority: 1. to select the Key Persons to whom Options or Stock Rights will be granted under the Plan; 2. to designate the type of Option to be granted under the Plan as an Incentive Stock Option or a Non-Qualified Option; 3. to determine the number of Shares to be covered by Options granted under the Plan, and the option price thereof subject to Article VII hereof; 4. to determine the number of Shares to be granted pursuant to Stock Rights; 5. to determine the time or times when Stock Rights will be granted and when Options shall be granted and the period during which they will be exercisable; 6. to determine the form of any Stock Rights Agreement, Subscription Agreement, or Option Agreements; 7. to impose such conditions on the issuance of Stock Rights or the grant or exercise of an Option as it determines are appropriate; 8. to determine any question as to the termination of service of a Key Person with or for the Company, and the duration and purposes of leaves of absence which may be granted to Key Persons without constituting a termination of employment or termination of services for purposes of the Plan; and 9. to determine what events, if any, will result in the acceleration of a Stock Right or the exercisability of all or any portion of an Option. The determination of the Board, in any of the foregoing respects shall be final, conclusive, and binding as to all concerned. C. The Board may request the recommendations of the officers of the Company with respect to participation under may correct any defect or supply any omission or reconcile any inconsistency in the Plan of all Key Persons. D. A majority of or in any Option agreement in the Board manner and to the extent it shall constitute a quorum deem expedient to implement the Plan and make all determinations, take all actions, and conduct business in respect of the Plan. Any Board action may be taken or determined without a meeting if all members thereof shall consent in writing to such action or determination. In the event action by the Board is taken by written consent, the action shall be deemed to have been taken at the time specified in the consent or, if none is specified, at the time sole and final judge of the last signature. The Board may delegate administrative functions in respect of the Plan to individuals who are officers or employees of the Company. All determinations or interpretations made by the Board shall be final and conclusivesuch expediency. No members of the Board director shall be liable for any action, determination, interpretation action or omission taken or determination made in good faith with respect faith. The Board of the Company, in its discretion, may delegate its power, duties and responsibilities to a committee, consisting of two or more members of the Board of the Company, all of whom are "disinterested persons" (as hereinafter defined). If a committee is so appointed, all references to the Plan or any Options or Stock Rights granted hereunder. E. All costs Board of the Company herein shall mean and expenses incurred in connection with relate to such committee, unless the administration context otherwise requires. For the purposes of the Plan, including any stock transfer taxes, a director or member of such committee shall be borne by deemed to be "disinterested" only if such person qualified as a "disinterested person" within the Companymeaning of paragraph (c) (2) of Rule 16b- 3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such term is interpreted from time to time.

Administration of the Plan. A. The Plan shall be administered by the Board Committee. A majority of Directors. B. the Committee shall constitute a quorum at any meeting thereof (including by telephone conference) and the acts of a majority of the members present, or acts approved in writing by a majority of the entire Committee without a meeting, shall be the acts of the Committee for purposes of this Plan. The Committee may authorize one or more of its members or an officer of the Company to execute and deliver documents on behalf of the Committee. A member of the Committee shall not exercise any discretion respecting himself or herself under the Plan. The Board is authorized shall have the authority to administer remove or replace any member of, and interpret to fill any vacancy on, the Committee upon notice to the Committee and the affected member, if any. Any member of the Committee may resign upon notice to the Board. If permitted by applicable law, and in accordance with any such law, the Committee may allocate among one or more of its members, or may delegate to one or more of its agents, such duties and responsibilities as it determines. Subject to the provisions of the Plan, to adopt, amend, and rescind from time to time such rules and regulations for carrying out the Committee is authorized to: A. interpret the provisions of the Plan as it may deem advisable, or of any Option or Option Agreement and to make all other rules and determinations and take such steps as which it may deem deems necessary or advisable for the administration of the Plan, subject to the terms, conditions, and limitations ; B. determine which employees of the Plan. The Board Company or of an Affiliate shall have be designated as Eligible Employees and which of the sole authority:Eligible Employees shall be granted Options; 1. to select C. determine the Key Persons Non-Employees to whom Nonstatutory Options or Stock Rights will shall be granted under the Plangranted; 2. to designate D. determine whether the type of Option to be granted under the Plan as shall be an Incentive Stock Option or a Non-Qualified Nonstatutory Option; 3. to E. determine the number of Shares to be covered by Options granted under the Plan, and the option price thereof subject to Article VII hereof; 4. to determine the number of Shares to be granted pursuant to Stock Rights; 5. to determine the time for which an Option or times when Stock Rights will be granted and when Options shall be granted and the period during which they will be exercisablegranted; 6. F. provide for the acceleration of the right to determine the form of any Stock Rights Agreement, Subscription Agreement, or Option Agreements; 7. to impose such conditions on the issuance of Stock Rights or the grant or exercise of an Option as it determines are appropriate; 8. to determine any question as to the termination of service of a Key Person with (or for the Company, and the duration and purposes of leaves of absence which may be granted to Key Persons without constituting a termination of employment or termination of services for purposes of the Planportion thereof); and 9. G. specify the terms and conditions upon which Options may be granted; provided, however, that with respect to determine what eventsIncentive Options, if anyall such interpretations, will result rules, determinations, terms, and conditions shall be made and prescribed in the acceleration context of a Stock Right or preserving the exercisability tax status of all or any portion the Incentive Options as “incentive stock options” within the meaning of an OptionSection 422 of the Code. The determination of Committee may delegate to the Board, in any of the foregoing respects shall be final, conclusive, chief executive officer and binding as to all concerned. C. The Board may request the recommendations of the other senior officers of the Company with respect to participation or its Affiliates its duties under the Plan of all Key Persons. D. A majority pursuant to such conditions or limitations as the Committee may establish, except that only the Committee may select, and grant Options to, Participants who are subject to Section 16 of the Board shall constitute a quorum and make all determinations, take all actions, and conduct business in respect of the Plan. Any Board action may be taken or determined without a meeting if all members thereof shall consent in writing to such action or determination. In the event action by the Board is taken by written consent, the action shall be deemed to have been taken at the time specified in the consent or, if none is specified, at the time of the last signature. The Board may delegate administrative functions in respect of the Plan to individuals who are officers or employees of the CompanyExchange Act. All determinations or interpretations of the Committee shall be made by the Board shall be final and conclusivea majority of its members. No members member of the Board Committee shall be liable for any action, determination, interpretation action or omission taken or determination made in good faith with respect to the Plan or any Options or Stock Rights granted hereunderOption. E. All costs and expenses incurred in connection with the administration of the Plan, including any stock transfer taxes, shall be borne by the Company.

Administration of the Plan. A. The Plan shall be administered by the Board Committee. The Committee shall consist of Directors. B. The Board is authorized no fewer than three (3) members, who shall be designated by and be members of the Board. Each member of the Committee shall be a "disinterested person" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934 or any amendment of or successor to administer and interpret the Plan, to adopt, amend, and rescind such Rule as may be in effect from time to time and an "outside director" within the meaning of Section 162(m) of the Code or any amendment of or successor to such rules and regulations for carrying out provision as may be in effect from time to time. A majority of the Plan as it may deem advisableCommittee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all of the members, shall be acts of the Committee. Subject to make all other determinations the terms and take such steps as it may deem necessary or advisable for the administration conditions of the Plan, subject to the terms, conditions, and limitations of the Plan. The Board Committee shall have the sole authorityfull and final authority in its absolute discretion: 1. to (a) To select the Key Persons Employees to whom Options or Stock Rights options will be granted under the Plan; 2. to designate the type of Option to be granted under the Plan as an Incentive Stock Option or a Non-Qualified Option; 3. to granted; (b) To determine the number of Common Shares to be covered by Options granted under the Plan, and the option price thereof subject to Article VII hereof; 4. to determine the number of Shares to be granted pursuant to Stock Rights; 5. to any option; (c) To determine the time or times when Stock Rights options will be granted and when Options shall be granted and the period during which they will be exercisable; 6. to granted; (d) To determine the form option price of any Stock Rights Agreement, Subscription Agreement, Common Shares subject to an option; (e) To determine the time or Option Agreements; 7. to impose such conditions on the issuance of Stock Rights or the grant or exercise of an Option as it determines are appropriate; 8. to determine any question as to the termination of service of a Key Person with or for the Company, times when each option may be exercised and the duration and purposes of leaves of absence which may be granted to Key Persons without constituting a termination of employment or termination of services for purposes of the Planexercise period; and 9. to (f) To determine what events, if any, will result in the acceleration of a Stock Right or the exercisability of all or any portion of an Option. The determination of the Board, in any of the foregoing respects shall be final, conclusive, and binding as to all concerned. C. The Board may request the recommendations of the officers of the Company with respect to participation under the Plan of all Key Persons. D. A majority of the Board shall constitute a quorum and make all determinations, take all actions, and conduct business in respect of the Plan. Any Board action may be taken or determined without a meeting if all members thereof shall consent in writing to such action or determination. In the event action by the Board is taken by written consent, the action shall be deemed to have been taken at the time specified in the consent or, if none is specified, at the time of the last signature. The Board may delegate administrative functions in respect grant of an option whether and to what extent such option is an Incentive Stock Option under Section 422 of the Plan to individuals who are officers Code and regulations thereunder as the same or employees of any successor statute or regulations may at the Company. All determinations or interpretations made by the Board time be in effect; (g) To determine whether stock appreciation rights shall be final made part of any option grant pursuant to Section 9 hereof, the method of valuing the stock appreciation rights and conclusive. No members whether the stock appreciation rights may be exercised in lieu of the Board shall be liable for any action, determination, interpretation or omission taken or made in good faith with respect addition to the Plan or any Options or Stock Rights granted hereunder. E. All costs and expenses incurred in connection with the administration of the Plan, including any stock transfer taxes, shall be borne by the Company.related option;