Common use of Authority of Committee Clause in Contracts

Authority of Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe the form of each Award Agreement, which need not be identical for each Participant; (v) determine whether, to what extent, under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise), or any combination thereof, or canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) amend terms or conditions of any outstanding Awards; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

Authority of Committee. Subject to The Committee has the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion power and authority toto take the following actions: (ia) designate ParticipantsParticipants to receive Awards; (iib) determine the type or types of Awards (including Substitute Awards) and the time or times when Awards are to be granted to each Participant under the PlanParticipant; (iiic) determine the number of Shares Awards to be covered by (or with respect granted and the number of shares of Stock to which payments, rights or other matters are to be calculated in connection with) Awardsan Award will relate; (ivd) determine the terms and conditions of any Award, including, but not limited to, the exercise price, gxxxx xxxxx, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of restrictions or limitations, and accelerations or waivers thereof, based in each case on such considerations as the Committee determines; (e) determine whether, to what extent, and in what circumstances an Award and may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or whether an Award may be cancelled, forfeited, exchanged or surrendered; (f) prescribe the form of each Award Agreement, which need not be identical for each Participant; (vg) determine whetherestablish, to what extent, under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise)adopt, or revise any combination thereof, rules and regulations as it may deem necessary or canceled, forfeited or suspendedadvisable to administer the Plan; (vih) determine whether, amend or modify any outstanding Award to what the extent the terms of such Award are within the power and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award authority of the Committee as provided under the Plan shall be deferred either automatically or at the election of the holder thereof or of the CommitteePlan; (viii) amend interpret the terms of, and determine any matter arising pursuant to, the Plan or conditions of any outstanding Awards; (viii) correct Award Agreement including, without limitation, correcting any defect, supply defects or supplying any omission and reconcile omissions or reconciling any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulationsAgreement; and (xij) make any all other determination and take any other action decisions or determinations that may be required pursuant to the Plan or an Award Agreement as the Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything advisable to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

Authority of Committee. This Plan shall be administered by the Committee, provided that the full Board may at any time act as the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee (or its delegate) by the Plan, the Committee shall have full discretion power and discretionary authority to decide all matters relating to the administration and interpretation of the Plan, provided, however, that ministerial responsibilities of the Plan (e.g., management of day-to-day matters) may be delegated to the Company’s officers, as set forth in Section 4.2 below. The Committee’s powers include, without limitation, the authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plana Participant; (iii) determine the number of Shares to be covered by (by, or with respect to which payments, rights rights, or other matters are to be calculated in connection with) , Awards; (iv) determine the terms and conditions of any Award and prescribe Award, including the form discretion to determine the extent to which Awards will be structured to conform to the requirements applicable to performance-based compensation described in Section 162(m) of each Award Agreement, which need not be identical for each Participantthe Code; (v) determine whether, to what extent, and under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awardssecurities, other Awards or other property, net settlement (including broker-assisted cashless exercise), or any combination thereof, or canceled, forfeited forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent extent, and under what circumstances cash, Shares, other securities, other Awards, other property property, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the CommitteeBoard; (vii) amend terms or conditions of any outstanding Awards; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (xviii) establish, amend, suspend suspend, or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement agents as it shall deem appropriate for the proper administration of the Plan; (ix) advance the lapse of any waiting period, accelerate any exercise date, waive or modify any restriction applicable to Awards (except those restrictions imposed by law); (x) correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulationsto the extent it shall deem expedient to carry the Plan into effect; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan Plan. All decisions and due compliance with applicable lawdeterminations of the Committee shall be final, stock market or exchange rules conclusive and regulations or accounting or tax rules binding on the Company, the Participant and regulationsany and all interested parties. Notwithstanding anything Except to the contrary contained hereinextent prohibited by applicable law or regulation, the Board may, in Committee may allocate all or any portion of its sole discretion, responsibilities and powers to any one or more of its members and may revoke any such allocation at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

Authority of Committee. Subject to the terms of the Plan Plan, the Committee’s charter and applicable lawApplicable Laws and in addition to other express powers and authorization conferred by the Plan, the Committee will be vested with full authority: (a) to adopt, amend and rescind such rules and regulations as it deems necessary or its delegatedesirable to administer the Plan; (b) shall have full discretion to construe, interpret and authority to: apply the provisions of the Plan; (ic) designate Participants; to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (iid) to determine the type or types of when Awards (including Substitute Awards) are to be granted to each Participant under the Plan and the applicable Date of Grant; (e) from time to time to select, subject to the limitations set forth in the Plan; , those Non-Employee Directors to whom Awards will be granted; (iiif) to determine the number of Shares to be covered by made subject to each Award; (or with respect g) to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine prescribe the terms and conditions of any Award and prescribe the form of each Award Agreementincluding, which need not be identical for each Participant; without limitation, the medium of payment and vesting provisions and to specify the provisions of the Award Agreement relating to such grant; (vh) determine whether, to what extent, under what circumstances and by which methods Awards may be settled or exercised round awards that result in cash, Shares, other fractural shares up to the next whole share of Common Stock; (i) to amend any outstanding Awards, other propertyincluding for the purpose of modifying the time or manner of vesting or the term of any outstanding Award; provided, net settlement (including brokerhowever, that if any such amendment impairs a Non-assisted cashless exercise), Employee Director’s rights increases a Non-Employee Director’s obligations under his or any combination thereof, her Award or canceled, forfeited creates or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable increases a Non-Employee Director’s federal income tax liability with respect to an Award under Award, such amendment will also be subject to the Plan shall be deferred either automatically Non-Employee Director’s consent; (j) to make decisions with respect to outstanding Awards that may become necessary upon a Change in Control or at the election of the holder thereof or of the Committee; an event that triggers anti-dilution adjustments; (viik) amend terms or conditions of to interpret, administer, reconcile any outstanding Awards; (viii) inconsistency in, correct any defect, defect in and/or supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made granted under, the Plan; and (xl) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) to exercise discretion to make any and all other determination and take any other action determinations that the Committee deems it determines to be necessary or desirable advisable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such caseAny determination, the Board shall have all decision or action of the authority Committee in connection with the construction, interpretation, administration or application of the Plan will be final, conclusive and responsibility granted to binding upon the Committee hereinCompany and all Non-Employee Directors and any person claiming under or through a Non-Employee Director.

Authority of Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee (or its delegate) by the Plan, the Committee shall have full discretion power and authority to: : (ia) designate Participants; select the Service Providers to whom Awards may from time to time be granted hereunder; (iib) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; eligible Service Providers; (iiic) determine the number of Shares to be covered by (by, or with respect to which payments, rights rights, or other matters are to be calculated in connection with) , Awards; ; (ivd) determine the terms and conditions of any Award and prescribe the form of each Award Agreement, which need not be identical for each Participant; Award; (ve) determine whether, and to what extent, and under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awardssecurities, other Awards or other property, net settlement ; (including broker-assisted cashless exercise), or any combination thereof, or canceled, forfeited or suspended; (vif) determine whether, and to what extent extent, and under what circumstances cashcircumstance Awards may be canceled, Sharesforfeited, other Awardsor suspended and the method or methods by which Awards may be settled, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically exercised, canceled, forfeited, or at the election of the holder thereof or of the Committee; suspended; (vii) amend terms or conditions of any outstanding Awards; (viiig) correct any defect, supply any omission and an omission, reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) otherwise interpret and administer the Plan and any instrument or agreement Award Agreement relating toto the Plan or any Award hereunder; (h) to grant Awards in replacement of Awards previously granted under this Plan or any other compensation plan of the Company, provided that any such replacement grant that would be considered a repricing shall be subject to shareholder approval; (i) cause the forfeiture of any Award or recover any Shares, cash or other property attributable to an Award for violations of any Company ethics policy or pursuant to any Company compensation clawback policy, in each case, in effect on the Effective Date or as adopted or amended thereafter; (j) with the consent of the Holder, to amend any Award Agreement at any time; provided that the consent of the Holder shall not be required for any amendment (i) that, in the Committee’s determination, does not materially adversely affect the rights of the Holder, or (ii) which is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award made underas a result of any new applicable law or change in an existing applicable law, or (iii) to the extent the Award Agreement specifically permits amendment without consent; (k) modify and amend the Plan; (x) , establish, amend, suspend suspend, or waive such rules rules, regulations and regulations procedures of the Plan, and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement agents as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulationsPlan; and and (xil) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

Authority of Committee. The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee (or its delegate) by the Plan, the Committee shall have full discretion power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Planan eligible Officer; (iii) determine the number of Shares to be covered by (by, or with respect to which payments, rights rights, or other matters are to be calculated in connection with) , Awards; (iv) determine the terms and conditions of any Award and prescribe the form of each Award Agreement, which need not be identical for each ParticipantAward; (v) determine whether, to what extent, and under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awardssecurities, other Awards or other property, net settlement (including broker-assisted cashless exercise), or any combination thereof, or canceled, forfeited forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent extent, and under what circumstances cash, Shares, other securities, other Awards, other property property, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) amend terms or conditions of any outstanding Awards; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (xviii) recommend to the Board any amendment, alteration, suspension, discontinuance or termination of the Plan, and subject to the shareholder approval requirement set forth in Section 11(a) to take any such action not required by applicable law to be taken by the Board, (ix) establish, amend, suspend suspend, or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement agents as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulationsPlan; and (xix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

Authority of Committee. Subject to the terms of any specific designation in the Plan and applicable lawor as otherwise determined by the Board (which, among other things, specifically retains the right to grant Awards under the Plan), the Committee has the exclusive power, authority and discretion to: (or its delegatea) shall have full discretion and authority to: Designate Participants to receive Awards; (ib) designate Participants; (ii) determine Determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under Participant; (c) Determine the Plan; (iii) determine number of Awards to be granted and the number of Shares to be covered by which an Award will relate; (or with respect to which payments, rights or other matters are to be calculated in connection withd) Awards; (iv) determine Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, xxxxx xxxxx, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and prescribe accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines; (e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; (f) Prescribe the form of each Award Agreement, which need not be identical for each Participant; ; (vg) determine whetherDecide all other matters that must be determined in connection with an Award; (h) Establish, to what extent, under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise)adopt, or revise any combination thereof, rules and regulations as it may deem necessary or canceled, forfeited advisable to administer the Plan; (i) To suspend or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under terminate the Plan shall be deferred either automatically at any time provided that such suspension or at the election termination does not materially impair rights and obligations under any outstanding Award without written consent of the holder thereof or of affected Participant. (j) Interpret the Committee; (vii) amend terms or conditions of of, and any outstanding Awards; (viii) correct any defectmatter arising pursuant to, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner Award Agreement; and (k) Make all other decisions and determinations that may be required pursuant to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything advisable to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

Authority of Committee. Subject to the terms of the Plan Plan, the Committee's charter and applicable lawApplicable Laws, and in addition to other express powers and authorization conferred by the Plan, the Committee shall be vested with full authority: (a) to adopt, amend and rescind such rules and regulations as it deems necessary or desirable to administer the Plan; (b) to construe, interpret and apply the provisions of the Plan; (c) to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (d) to delegate its delegateauthority to one or more officers of the Company with respect to Awards that do not involve Covered Employees or “insiders” within the meaning of Section 16 of the Exchange Act; (e) shall have full discretion and authority to: (i) designate Participants; (ii) to determine the type or types of when Awards (including Substitute Awards) are to be granted to each Participant under the Plan and the applicable Date of Grant; (f) from time to time to select, subject to the limitations set forth in this Plan; , those Participants to whom Awards shall be granted; (iiig) to determine the number of Shares to be covered by made subject to each Award; (or with respect h) to which payments, rights or other matters are determine whether an Option is to be calculated in connection withan Incentive Stock Option or a Non-Qualified Stock Option; (i) Awards; (iv) determine to prescribe the terms and conditions of any each Award, including, without limitation, the exercise price, medium of payment and vesting provisions, and to specify the provisions of the Award Agreement relating to such grant; (j) to determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the Performance Criteria that will be used to establish the Performance Goals, the Performance Period(s) and the number of Performance Shares earned by a Participant; (k) to designate an Award (including a cash bonus) as a Performance Compensation Award and prescribe to select the form of each Award Agreement, which need not Performance Criteria that will be identical for each Participant; used to establish the Performance Goals; (vl) determine whether, to what extent, under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other amend any outstanding Awards, other property, net settlement (including broker-assisted cashless exercise)for the purpose of modifying the time or manner of vesting, or the term of any combination thereofoutstanding Award; provided, however, that if any such amendment impairs a Participant's rights or canceled, forfeited increases a Participant's obligations under his or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable her Award or creates or increases a Participant's federal income tax liability with respect to an Award Award, such amendment shall also be subject to the Participant's consent; (m) to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination of their employment or service for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees under the Plan shall be deferred either automatically or at Company's employment policies, subject to the election requirements of Section 409A of the holder thereof Code; (n) to make decisions with respect to outstanding Awards that may become necessary upon a Change in Control or of the Committee; an event that triggers anti-dilution adjustments; (viio) amend terms or conditions of to interpret, administer, reconcile any outstanding Awards; (viii) inconsistency in, correct any defect, defect in and/or supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made granted under, the Plan; and (xp) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) to exercise discretion to make any and all other determination and take any other action that the Committee deems determinations which it determines to be necessary or desirable advisable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In The Committee also may modify the purchase price or the exercise price of any such caseoutstanding Award, provided that if the Board modification effects a Repricing, shareholder approval shall have all be required before the Repricing is effective. Any determination, decision or action of the authority Committee in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive and responsibility granted binding upon the Company and all Participants and any person claiming under or through a Participant, unless such decisions are determined by a court having jurisdiction to the Committee hereinbe arbitrary and capricious.

Authority of Committee. Subject The Plan shall be administered by the Committee, or in the Board’s sole discretion, by the Board. Except as limited by law, or by First Financial’s Articles of Incorporation or Amended and Restated Code of Regulations, and subject to the terms provisions of this Plan (including Sections 9, 10, 11 and 13), the Committee shall have full power, authority and sole and exclusive discretion: (a) to construe and interpret the Plan and applicable lawapply its provisions; (b) to promulgate, amend and rescind rules and regulations relating to the Committee administration of the Plan; (or its delegatec) shall have full discretion and authority to: to authorize any person to execute, on behalf of First Financial, any instrument required to carry out the purposes of the Plan; (id) designate Participants; (ii) to determine the type or types of when Awards (including Substitute Awards) are to be granted to each Participant under the Plan; ; (iiie) from time to time to select, subject to the limitations set forth in this Plan, those individuals to whom Awards shall be granted; (f) to determine the number of Shares shares of Stock to be covered by made subject to each Award; (or with respect g) to which payments, rights or other matters are determine whether each Option is to be calculated in connection withan ISO or an NQO; (h) Awards; (iv) determine to prescribe the terms and conditions of any each Award, including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the Award Agreement relating to such grant; (i) to designate an Award as a performance-based Award and prescribe to select the form of each performance criteria that will be used to establish the performance goals; (j) subject to any limitations set forth in this Plan, to amend any outstanding Award Agreement, which need not be identical including for each Participant; (v) determine whether, to what extent, under what circumstances and by which methods Awards may be settled the purpose of modifying the time or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise)manner of vesting, or any combination thereof, or canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) amend terms or conditions term of any outstanding Awards; Award; (viiik) to determine the duration and purpose of leaves of absences which may be granted to an Employee without constituting a termination of their employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees under First Financial’s employment policies; (l) to interpret, administer, reconcile any inconsistency in, correct any defect, defect in and/or supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made granted under, the Plan; and (xm) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) to exercise discretion to make any and all other determination and take any other action that the Committee deems determinations which it determines to be necessary or desirable advisable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

Authority of Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe the form of each Award Agreement, Agreement which need not be identical for each Participant; (v) determine whether, to what extent, extent and under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise)settlement, or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) amend terms or conditions of any outstanding Awards; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.