Common use of Authority of the Committee Clause in Contracts

Authority of the Committee. The Plan shall be administered by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: (i) designate Eligible Persons as Participants; (ii) determine the type or types of Awards to be granted to an Eligible Person; (iii) determine the number of shares of Stock or amount of cash to be covered by Awards; (iv) determine the terms and conditions of any Award, including whether, to what extent and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award; (viii) interpret and administer the Plan and any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

Authority of the Committee. The Plan shall be administered by the Committee except (a) In accordance with and subject to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 the Committee will have the authority to determine all provisions of Incentive Awards as the Committee may deem necessary or desirable and other applicable lawsas consistent with the terms of the Plan, including, without limitation, the Committee shall have the authority, in its sole and absolute discretion, to: following: (i) designate the Eligible Persons Recipients to be selected as Participants; ; (ii) determine the type or types nature and extent of the Incentive Awards to be granted made to an Eligible Person; each Participant (iii) determine including the number of shares of Common Stock or amount of cash to be covered by subject to each Incentive Award, any exercise price, the manner in which Incentive Awards will vest or become exercisable and whether Incentive Awards will be granted in tandem with other Incentive Awards; ) and the form of written agreement, if any, evidencing such Incentive Award; (iii) any Performance Criteria applicable to any Incentive Awards; (iv) determine the time or times when Incentive Awards will be granted and, where applicable, settled; (v) the duration of each Incentive Award; (vi) the restrictions and other conditions to which the payment or vesting of Incentive Awards may be subject. In addition, the Committee will have the authority under the Plan in its sole discretion to pay the economic value of any Incentive Award in the form of cash, Common Stock or any combination of both. (b) Subject to Section 3.2(d), below, the Committee will have the authority under the Plan to amend or modify the terms of any outstanding Incentive Award in any manner, including, without limitation, the authority to modify the number of shares or other terms and conditions of any an Incentive Award, including whetherextend the term of an Incentive Award, accelerate the exercisability or vesting or otherwise terminate any restrictions relating to an Incentive Award other than an Incentive Award intended to qualify as “performance-based” compensation within the meaning of Section 162(m) of the Code, accept the surrender of any outstanding Incentive Award or, to what the extent not previously exercised or vested, authorize the grant of new Incentive Awards in substitution for surrendered Incentive Awards; provided, however that the amended or modified terms are permitted by the Plan as then in effect and under what circumstances Awards that any Participant adversely affected by such amended or modified terms has consented to such amendment or modification. Notwithstanding the foregoing, no Performance Award (or any other Incentive Award) that is subject to the requirements and restrictions of Section 409A of the Code may be vestedamended in a manner that would violate Section 409A of the Code. (c) In the event of (i) any reorganization, settledmerger, exercisedconsolidation, cancelled recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, extraordinary dividend or forfeited divestiture (including conditions based on continued employment a spin-off) or service requirements any other change in corporate structure or the achievement of one shares; (ii) any purchase, acquisition, sale, disposition or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination write-down of a performance periodsignificant amount of assets or a significant business; (iii) any change in accounting principles or practices, tax laws or modification of other such laws or provisions affecting reported results; or (iv) any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period similar change, in each case with respect to the Company or any other entity whose performance is relevant to the grant or vesting of an Incentive Award, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) may, without the consent of any affected Participant, amend or modify the vesting criteria (including Performance Criteria) of any outstanding Incentive Award that is based in whole or in part on the shares financial performance of Stock received in connection the Company (or any Subsidiary or division or other subunit thereof) or such other entity so as equitably to reflect such event, with an Award; the desired result that the criteria for evaluating such financial performance of the Company or such other entity will be substantially the same (viii) interpret and administer the Plan and any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action sole discretion of the Committee shall be finalor the board of directors of the surviving corporation) following such event as prior to such event; provided, conclusive and binding on all personshowever, including that the amended or modified terms are permitted by the Plan as then in effect. (d) Notwithstanding any other provision of this Plan other than Section 4.3, the Committee may not, without prior approval of the Company, its Affiliates, ’s stockholders, Participantsseek to effect any re-pricing of any previously granted, beneficiaries“underwater” Option by: (i) amending or modifying the terms of the Option to lower the exercise price; (ii) canceling the underwater Option and granting either (A) replacement Options having a lower exercise price; (B) Restricted Stock Awards; or (C) Performance Awards in exchange; or (iii) repurchasing the underwater Options and granting new Incentive Awards under this Plan. For purposes of this Section 3.2(d) and Section 11.4, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participantan Option will be deemed to be “underwater” at any time when the Fair Market Value of the Common Stock is less than the exercise price of the Option.

Authority of the Committee. The Plan shall be administered by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: (i) designate Eligible Persons as Participants; (ii) determine the type or types of Awards to be granted to an Eligible Person; (iii) determine the number of shares of Stock or amount of cash to be covered by Awards; (iv) determine the terms and conditions of any Award, including whether, to what extent and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award; (viii) interpret and administer the Plan and any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant. The Committee’s determinations need not be uniform with respect to Participants, and need not apply consistently across Awards.

Authority of the Committee. The Plan Committee may adopt its own rules of procedure. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting or taken without a meeting shall decide any question brought before that meeting. Any decision or determination reduced to writing and signed by a majority of the members shall be administered as effective as if it had been made by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions a majority vote at a meeting properly called and held. All questions of interpretation and application of the Plan, Rule 16b-3 or as to Awards granted under the Plan, shall be subject to the determination, which shall be final and binding, of a majority of the whole Committee. No member of the Committee shall be liable for any act or omission of any other applicable lawsmember of the Committee or for any act or omission on his own part, including but not limited to the exercise of any power or discretion given to him under the Plan, except those resulting from his own gross negligence or willful misconduct. Subject to any specific designation in the Plan, the Committee shall have has the authorityexclusive power, in its sole authority and absolute discretion, discretion to: (ia) designate Eligible Persons as ParticipantsDesignate Holders to receive Awards; (iib) determine Determine the type or types of Awards to be granted to an Eligible Personeach Holder; (iiic) determine Determine the number of shares of Stock or amount of cash Awards to be covered by Awardsgranted and the number of Shares to which an Award will relate; (ivd) determine Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the Option Price, or purchase price, any restrictions or limitations on the Award or the Shares underlying the Award, including any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition, and forfeiture or recapture (“clawback”) of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines; provided, however, that the Committee shall not have the authority to accelerate the vesting or waive the forfeiture of any Performance-Based Awards intended to qualify as Qualified Performance Based-Compensation or if any such acceleration would result in a violation of Section 409A of the Code; (e) Subject to Article XIV of this Plan, determine whether, to what extent extent, and under pursuant to what circumstances Awards an Award may be vestedsettled in, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement Option Price of one an Award may be paid in, cash, Shares, other Awards, or more performance goals)other property, or an Award may be amended, canceled, forfeited, substituted, exchanged, replaced, bought out or surrendered; (vf) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of Prescribe the form of settlement of the each Award (Agreement, which need not be identical for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Awardeach Holder; (vig) determine the treatment of an Award upon a termination of employment or Decide all other service relationship; (vii) impose a holding period with respect to an Award or the shares of Stock received matters that must be determined in connection with an Award; (viiih) interpret Establish, adopt, interpret, or revise any rules and administer regulations including adopting sub-plans to the Plan and Award Agreements for the purposes of complying with securities, exchange control or tax laws outside of the United States or Ireland, and/or for the purposes of taking advantage of tax favorable treatment for Awards granted to Holders as it may deem necessary or advisable to administer the Plan, including the adoption of separate share schemes under the umbrella of the Plan in order to qualify for special tax or other treatment anywhere in the world; provided such rules, regulations or sub-plans, including the interpretation thereof are consistent with the terms and conditions of the Plan; (i) Interpret the terms of, and any matter arising pursuant to, the Plan, any sub-plan or Award Agreement; (ixj) correct Correct any defect, defect or supply any omission or reconcile any inconsistency in the Plan, in any Award, Plan or in any Award Agreement; and (x) make any other determination to a Holder in the manner and take any other action that to the extent the Committee deems necessary or desirable for to further the administration Plan’s objectives; (k) As permitted by law and stock exchange rules and the terms and provisions of the Plan. The express grant of any specific power , the Committee may delegate its authority as identified in this Section 13.2; and (l) Make all other decisions and determinations that may be required pursuant to the CommitteePlan, and the taking of or any action by the Committee, shall not be construed sub-plan or Award Agreement as limiting any power or authority of the Committee. Any action of the Committee shall be finaldeems necessary or advisable to administer the Plan, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) any sub-plan or other persons claiming rights from or through a ParticipantAward Agreement.

Authority of the Committee. The Committee shall have full and exclusive power to interpret and apply the terms and provisions of the Plan shall be administered by the Committee except to the extent the Board elects to administer and Awards made under the Plan, in and to adopt such rules, regulations and guidelines for implementing the Plan as the Committee may deem necessary or proper, all of which case references herein to the “Committee” powers shall be deemed exercised in the best interests of the Company and in keeping with the objectives of the Plan. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting. Any decision or determination reduced to include references to writing and signed by a majority of the “Board.” Subject to the express provisions members shall be as effective as if it had been made by a majority vote at a meeting properly called and held. All questions of interpretation and application of the Plan, Rule 16b-3 or as to Awards granted under the Plan, shall be subject to the determination, which shall be final and binding, of a majority of the whole Committee. No member of the Committee shall be liable for any act or omission of any other applicable lawsmember of the Committee or for any act or omission on his own part, including but not limited to the exercise of any power or discretion given to him under the Plan, except those resulting from his own gross negligence or willful misconduct. In carrying out its authority under the Plan, the Committee shall have the authority, in its sole full and absolute final authority and discretion, to: including but not limited to the following rights, powers and authorities to (i) designate Eligible Persons as Participants; (iia) determine the type persons to whom and the time or types of times at which Awards to will be granted to an Eligible Person; made; (iiib) determine the number and exercise price of shares of Stock or amount covered in each Award subject to the terms and provisions of cash to be covered by Awards; the Plan; (ivc) determine the terms terms, provisions and conditions of any each Award, including whetherwhich need not be identical and need not match the default terms set forth in the Plan; (d) accelerate the time at which any outstanding Award will vest; (e) prescribe, amend and rescind rules and regulations relating to what extent and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification administration of the form of settlement Plan; and (f) make all other determinations and take all other actions deemed necessary, appropriate or advisable for the proper administration of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award; (viii) interpret and administer the Plan and any Award Agreement; (ix) Plan. The Committee may correct any defect, defect or supply any omission or reconcile any inconsistency in the Plan, in any Award, Plan or in any Award Agreement; and (x) make any other determination to a Holder in the manner and take any other action that to the extent the Committee deems necessary or desirable to further the Plan’s objectives. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of the Plan. As permitted by law and the terms and provisions of the Plan, the Committee may delegate its authority as identified in this Section 14.2. The express grant Committee may employ attorneys, consultants, accountants, agents, and other persons, any of any specific power to whom may be an Employee, and the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, and its Affiliatesofficers and Board shall be entitled to rely upon the advice, stockholdersopinions, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participantvaluations of any such persons.

Authority of the Committee. The This Plan shall be administered by the Committee except to the extent the Board elects to administer the this Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Plan and Rule 16b-3 and other applicable laws16b-3, the Committee shall have the authority, in its sole and absolute discretion, to: to (i) designate Eligible Persons as Participants; adopt, amend, and rescind administrative and interpretive rules and regulations relating to the Plan; (ii) determine the type Eligible Persons to whom, and the time or types of times at which, Awards to shall be granted to an Eligible Person; granted; (iii) determine the number of shares of Stock or amount of cash to and/or the number of Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Bonus Stock, Dividend Equivalents, or Other Stock-Based Awards, including any of the foregoing that are designated as Performance Awards, as applicable, or any combination thereof, that shall be covered by Awards; the subject of each Award; (iv) determine the terms and conditions provisions of each Award agreement (which need not be identical), including provisions defining or otherwise relating to (A) the term and the period or periods and extent of exercisability of the Options, (B) the extent to which the transferability of shares of Stock issued or transferred pursuant to any Award is restricted, (C) except as otherwise provided herein, the effect of termination of employment, or termination of the service relationship with the Company, of a Participant on the Award, including whether, to what extent and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or D) the achievement effect of one or more performance goalsapproved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service); ; (v) modify, waive or adjust accelerate the time of exercisability of any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; ; (vi) determine construe the treatment of an respective Award upon a termination of employment or other service relationship; agreements and the Plan; (vii) impose a holding period make determinations of the Fair Market Value of the Stock pursuant to the Plan; (viii) delegate its duties under the Plan to such agents as it may appoint from time to time, provided that the Committee may not delegate its duties where such delegation would violate state corporate law, or with respect to an Award making Awards to, or otherwise with respect to Awards granted to, Eligible Persons who are subject to section 16(b) of the shares Exchange Act or who are Covered Employees receiving Awards that are intended to constitute “performance-based compensation” within the meaning of Stock received in connection with an Award; (viiisection 162(m) interpret and administer of the Plan and any Award Agreement; Code; (ix) subject to Section 10(c), terminate, modify or amend the Plan; and (x) make all other determinations, perform all other acts, and exercise all other powers and authority necessary or advisable for administering the Plan, including the delegation of those ministerial acts and responsibilities as the Committee deems appropriate. Subject to Rule 16b-3 and section 162(m) of the Code, the Committee may correct any defect, supply any omission omission, or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and (x) make any other determination agreement in the manner and take any other action that to the Committee extent it deems necessary or desirable for to carry the administration of the Plan. The express grant of any specific power to the CommitteePlan into effect, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive the sole and binding final judge of that necessity or desirability. The determinations of the Committee on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, matters referred to in this Section 3(a) shall be final and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participantconclusive.

Authority of the Committee. The Plan Committee shall be administered have full discretionary authority to grant or, when so restricted by applicable law, recommend the Committee except Board to grant, pursuant to the extent the Board elects to administer terms of the Plan, in which case references herein Awards to those individuals who are eligible to receive Awards under the Plan. Except as limited by law or by the Articles of Incorporation or By-Laws of the Company, and subject to the “Committee” provisions herein, the Committee shall be deemed to include references to have full power, in accordance with the “Board.” Subject to the express other terms and provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: (ia) designate Eligible Persons as select Employees, Non-Employee Directors and Consultants who may receive Awards under the Plan and become Participants; (iib) determine eligibility for participation in the Plan and decide all questions concerning eligibility for, and the amount of, Awards under the Plan; (c) determine the type or sizes and types of Awards to be granted to an Eligible Person; (iii) determine the number of shares of Stock or amount of cash to be covered by Awards; (ivd) determine the terms and conditions of Awards, including the Option Prices of Options and the Grant Prices of SARs; (e) grant Awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company or an Affiliate; (f) grant Substitute Awards on such terms and conditions as the Committee may prescribe; (g) make all determinations under the Plan concerning Termination of any Participant’s employment or service with the Company or an Affiliate, including whether such Termination occurs by reason of cause, disability, retirement or in connection with a Change of Control and whether a leave constitutes a Termination; (h) determine whether a Change of Control shall have occurred; (i) construe and interpret the Plan and any agreement or instrument entered into under the Plan, including any Subplan and Award Agreement; (j) establish and administer any terms, conditions, restrictions, limitations, forfeiture, vesting or exercise schedule, and other provisions of or relating to any Award; (k) establish and administer any performance goals in connection with any Awards, including performance criteria and applicable performance periods, determine the extent to which any performance goals and/or other terms and conditions of an Award are attained or are not attained; (l) construe any ambiguous provisions, correct any defects, supply any omissions and reconcile any inconsistencies in the Plan, Subplan and/or any Award Agreement or any other instrument relating to any Awards; (m) establish, adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines, forms and/or instruments for the Plan’s operation or administration; (n) make all valuation determinations relating to Awards and the payment or settlement thereof; (o) grant waivers of terms, conditions, restrictions and limitations under the Plan or applicable to any Award, or accelerate the vesting or exercisability of any Award; (p) subject to the provisions of Article XV, amend or adjust the terms and conditions of any outstanding Award and/or adjust the number and/or class of shares subject to any outstanding Award; (q) at any time and from time to time after the granting of an Award, specify such additional terms, conditions and restrictions with respect to such Award as may be deemed necessary or appropriate to ensure or facilitate compliance with any and all applicable laws or rules, including terms, restrictions and conditions for compliance with applicable securities laws or listing rules, methods of withholding or providing for the payment of required taxes and restrictions regarding a Participant’s ability to exercise Options through a cashless (broker-assisted) exercise or to achieve favorable tax treatment for the Participant and/or the Company; (r) offer to buy out an Award previously granted, based on such terms and conditions as the Committee shall establish with and communicate to the Participant at the time such offer is made; (s) determine whether, and to what extent and under what circumstances Awards may be vestedsettled in cash, settled, exercised, cancelled Shares or forfeited (including conditions based on continued employment other property or service requirements canceled or the achievement of one or more performance goals)suspended; (vt) modify, waive establish any “blackout” period that the Committee in its sole discretion deems necessary or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award; (viii) interpret and administer the Plan and any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreementadvisable; and (xu) exercise all such other authorities, take all such other actions and make any all such other determination and take any other action that the Committee determinations as it deems necessary or desirable advisable for the proper operation and/or administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

Authority of the Committee. The Plan shall be administered by the Committee, and the Committee except shall have full and final authority to take the extent the Board elects to administer the Planfollowing actions, in which each case references herein subject to and consistent with the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: (i) designate to select Eligible Persons as ParticipantsEmployees to whom Awards may be granted; (ii) to designate Affiliates; (iii) to determine the type or types of Awards to be granted to an each Eligible Person; Employee; (iiiiv) to determine the type and number of Awards to be granted, the number of shares of Stock or amount of cash Shares to be covered by Awards; (iv) determine which an Award may relate, the terms and conditions of any Award granted under the Plan (including, but not limited to, any exercise price, xxxxx xxxxx, or purchase price, and any bases for adjusting such exercise, grant or purchase price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability or forfeiture, exercisability, or settlement of an Award, including whetherand waiver or accelerations thereof, and waivers of performance conditions relating to what extent and under what circumstances Awards may be vestedan Award, settled, exercised, cancelled or forfeited (including conditions based in each case on continued employment or service requirements or such considerations as the achievement of one or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versaCommittee shall determine), early termination of a performance period, or modification of any and all other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period with respect matters to an Award or the shares of Stock received be determined in connection with an Award; (v) to determine whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Shares, other Awards, or other property, or an Award may be cancelled, forfeited, exchanged, or surrendered; (vi) to determine whether, to what extent, and under what circumstances cash, Shares, other Awards, or other property payable with respect to an Award will be deferred either automatically, at the election of the Committee, or at the election of the Eligible Employee; (vii) to prescribe the form of each Award Agreement, which need not be identical for each Eligible Employee; (viii) interpret to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer the Plan and any Award AgreementPlan; (ix) to correct any defect, defect or supply any omission or reconcile any inconsistency in the Plan, in Plan and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement, or in other instrument hereunder; (x) to accelerate the exercisability or vesting of all or any portion of any Award Agreementor to extend the period during which an Award is exercisable; and (xxi) to make any all other determination decisions and take any other action that determinations as may be required under the terms of the Plan or as the Committee deems may deem necessary or desirable advisable for the administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

Authority of the Committee. The Plan shall be administered by the Committee, and the Committee except shall have full and final authority to take the extent the Board elects to administer the Planfollowing actions, in which each case references herein subject to and consistent with the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: (i) designate to select Eligible Persons as Participantsto whom Awards may be granted; (ii) determine the type or types of Awards to be granted to an Eligible Persondesignate Affiliates; (iii) to determine the type and number of Awards to be granted, the number of shares of Stock or amount of cash Shares to be covered by Awards; (iv) determine which an Award may relate, the terms and conditions of any Award granted under the Plan (including, but not limited to, any exercise price, xxxxx xxxxx, or purchase price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability or forfeiture, exercisability, or settlement of an Award, including whetherand waiver or accelerations thereof, and waivers of performance conditions relating to what extent and under what circumstances Awards may be vestedan Award, settled, exercised, cancelled or forfeited (including conditions based in each case on continued employment or service requirements or such considerations as the achievement of one or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versaCommittee shall determine), early termination of a performance period, or modification of any and all other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period with respect matters to an Award or the shares of Stock received be determined in connection with an Award; (viiiiv) interpret to determine whether, to what extent, and administer under what circumstances an Award may be settled, or the Plan and any exercise price of an Award Agreementmay be paid, in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, exchanged, or surrendered; (ixv) to determine whether, to what extent, and under what circumstances cash, Shares, other Awards, or other property payable with respect to an Award will be deferred either automatically, at the election of the Committee, or at the election of the Eligible Person; (vi) to prescribe the form of each Award Agreement, which need not be identical for each Eligible Person; (vii) to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer the Plan; (viii) to correct any defect, defect or supply any omission or reconcile any inconsistency in the Plan, in Plan and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement, or in other instrument hereunder; (ix) to accelerate the exercisability or vesting of all or any portion of any Award Agreementor to extend the period during which an Award is exercisable; (x) to determine whether uncertificated Shares may be used in satisfying Awards and otherwise in connection with the Plan; and (xxi) to make any all other determination decisions and take any other action that determinations as may be required under the terms of the Plan or as the Committee deems may deem necessary or desirable advisable for the administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

Authority of the Committee. The Plan shall be administered by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the full authority, in its sole and absolute discretion, toto take any actions it deems necessary or advisable for the administration of the Plan. Such actions shall include, without limitation: (i) designate Eligible Persons as Participantsselecting Participants who are to receive Awards under the Plan and granting Awards in accordance with the Plan; (ii) determine determining the type or types of Awards to be granted to an Eligible PersonFair Market Value; (iii) determine determining the number type, number, Grant Date, vesting requirements and other features and conditions of shares of Stock or amount of cash to be covered by such Awards; (iv) determine approving the terms and conditions forms of any Award, including whether, Award Agreements to what extent and be used under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals)Plan; (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash subject to Stock or vice versaSection 14(a), early termination of a performance period, or modification of amending any other condition or limitation regarding an Awardoutstanding Awards; (vi) determine accelerating the treatment vesting, or extending the post-termination exercise term, of an Award upon a termination of employment or other service relationshipAwards at any time and under such terms and conditions as it deems appropriate; (vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award; (viii) interpret and administer interpreting the Plan and any Award Agreement; (viii) accelerating the exercisability of an Option or SAR that has not vested, provided that the Ordinary Shares to be issued upon exercise shall be subject to vesting in accordance with the original terms of the Option or SAR; (ix) correct correcting any defect, supply supplying any omission or reconcile reconciling any inconsistency in the Plan, in any Award, Plan or in any Award Agreement; and; (x) make adopting, prescribing, amending, waiving and rescinding such administrative rules or guidelines as it deems appropriate to implement the Plan; (xi) authorizing any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously authorized by the Committee; (xii) making all other determination decisions and take any other action that factual determinations relating to the operation and interpretation of the Plan; (xiii) adopting such plans or subplans or varying the terms of Awards as the Committee deems necessary or appropriate to comply with the laws of certain countries, allow for tax-preferred treatment of the Awards or otherwise provide for the participation by Participants who reside in such countries; and (xiv) employing such legal counsel, independent auditors and consultants as it deems desirable for the administration of the PlanPlan and to rely upon any advice, opinion or computation received therefrom. The express grant of any specific power to Committee’s determinations under the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee Plan shall be final, conclusive made in its sole discretion and shall be final and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, persons and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participantfor all purposes.

Authority of the Committee. The Plan Committee shall be administered by the Committee except have full discretionary authority to grant, pursuant to the extent the Board elects to administer terms of the Plan, in which case references herein Awards to those individuals who are eligible to receive Awards under the Plan. Except as limited by law or by the Certificate of Incorporation or By-Laws of the Company, and subject to the “Committee” provisions herein, the Committee shall be deemed to include references to have full power, in accordance with the “Board.” Subject to the express other terms and provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: (ia) designate Eligible Persons as select Employees, Non-Employee Directors and Consultants who may receive Awards under the Plan and become Participants; (iib) determine eligibility for participation in the Plan and decide all questions concerning eligibility for, and the amount of, Awards under the Plan; (c) determine the type or sizes and types of Awards to be granted to an Eligible Person; (iii) determine the number of shares of Stock or amount of cash to be covered by Awards; (ivd) determine the terms and conditions of Awards, including the Option Prices of Options and the Grant Prices of SARs; (e) grant Awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company or a Subsidiary or Affiliate; (f) grant Substitute Awards on such terms and conditions as the Committee may prescribe, subject to compliance with the ISO rules under Code Section 422 and the nonqualified deferred compensation rules under Code Section 409A, where applicable; (g) make all determinations under the Plan concerning Termination of any Participant’s employment or service with the Company or a Subsidiary or Affiliate, including whether such Termination occurs by reason of Cause, disability or in connection with a Change of Control and whether a leave constitutes a Termination; (h) determine whether or not a Change of Control or an Imminent Change of Control shall have occurred and whether or not a Change of Control is a Qualified Change of Control; (i) construe and interpret the Plan and any agreement or instrument entered into under the Plan, including any Award Agreement; (j) establish and administer any terms, conditions, restrictions, limitations, forfeiture, vesting or exercise schedule, and other provisions of or relating to any Award; (k) establish and administer any performance goals in connection with any Awards, including related Performance Measures or performance criteria and applicable Performance Periods, determine the extent to which any performance goals and/or other terms and conditions of an Award are attained or are not attained, and certify whether, and to what extent, any such performance goals and other material terms applicable to Awards intended to qualify as Performance-Based Compensation were in fact satisfied; (l) construe any ambiguous provisions, correct any defects, supply any omissions and reconcile any inconsistencies in the Plan and/or any Award Agreement or any other instrument relating to any Awards; (m) establish, adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines, forms and/or instruments for the Plan’s operation or administration; (n) make all valuation determinations relating to Awards and the payment or settlement thereof; (o) grant waivers of terms, conditions, restrictions and limitations under the Plan or applicable to any Award, or accelerate the vesting or exercisability of any Award; (p) subject to the provisions of Article XVII, amend or adjust the terms and conditions of any outstanding Award and/or adjust the number and/or class of shares of stock subject to any outstanding Award; (q) at any time and from time to time after the granting of an Award, specify such additional terms, conditions and restrictions with respect to such Award as may be deemed necessary or appropriate to ensure compliance with any and all applicable laws or rules, including terms, restrictions and conditions for compliance with applicable securities laws or listing rules, methods of withholding or providing for the payment of required taxes and restrictions regarding a Participant’s ability to exercise Options through a cashless (broker-assisted) exercise; (r) determine whether, and to what extent and under what circumstances Awards may be vestedsettled in cash, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment Shares or other service relationship; (vii) impose a holding period with respect to an Award property or the shares of Stock received in connection with an Award; (viii) interpret and administer the Plan and any Award Agreement; (ix) correct any defect, supply any omission canceled or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreementsuspended; and (xs) exercise all such other authorities, take all such other actions and make any all such other determination and take any other action that the Committee determinations as it deems necessary or desirable advisable for the proper operation and/or administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

Authority of the Committee. The Plan shall be administered by the Committee except (1) In accordance with and subject to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 the Committee will have the authority to determine all provisions of Incentive Awards as the Committee may deem necessary or desirable and other applicable lawsas consistent with the terms of the Plan, including, without limitation, the Committee shall have following: (A) the authority, in its sole and absolute discretion, to: (i) designate Eligible Persons Recipients to be selected as Participants; ; (iiB) determine the type or types nature and extent of the Incentive Awards to be granted made to an Eligible Person; each Participant (iii) determine including the number of shares of Common Stock to be subject to each Incentive Award, any exercise price, the manner in which Incentive Awards will vest or become exercisable and whether Incentive Awards will be granted in tandem with other Incentive Awards) and the form of written agreement, if any, evidencing such Incentive Award; (C) the time or times when Incentive Awards will be granted; (D) the duration of each Incentive Award; and (E) the restrictions and other conditions to which the payment or vesting of Incentive Awards may be subject. In addition, the Committee will have the authority under the Plan in its sole discretion to pay the economic value of any Incentive Award in the form of cash, Common Stock or amount any combination of cash to be covered by Awards;both. (iv2) determine The Committee will have the authority under the Plan to amend or modify the terms of any outstanding Incentive Award in any manner, including, without limitation, the authority to modify the number of shares or other terms and conditions of any an Incentive Award, including whetherextend the term of an Incentive Award, accelerate the exercisability or vesting or otherwise terminate any restrictions relating to an Incentive Award, accept the surrender of any outstanding Incentive Award or, to what the extent and under what circumstances Awards may be not previously exercised or vested, settledauthorize the grant of new Incentive Awards in substitution for surrendered Incentive Awards; provided, exercisedhowever that the amended or modified terms are permitted by the Plan as then in effect and that any Participant adversely affected by such amended or modified terms has consented to such amendment or modification. No amendment or modification to an Incentive Award, cancelled however, whether pursuant to this Section 3(b) or forfeited any other provisions of the Plan, will be deemed to be a regrant of such Incentive Award for purposes of this Plan. (3) In the event of (A) any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, extraordinary dividend or divestiture (including conditions based on continued employment a spin-off) or service requirements any other change in corporate structure or the achievement of one shares, (B) any purchase, acquisition, sale or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination disposition of a performance periodsignificant amount of assets or a significant business, (C) any change in accounting principles or practices, or modification of (D) any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period similar change, in each case with respect to the Company or any other entity whose performance is relevant to the grant or vesting of an Incentive Award, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) may, without the consent of any affected Participant, amend or modify the vesting criteria of any outstanding Incentive Award that is based in whole or in part on the shares financial performance of Stock received in connection the Company (or any Subsidiary or division thereof) or such other entity so as equitably to reflect such event, with an Award; the desired result that the criteria for evaluating such financial performance of the Company or such other entity will be substantially the same (viii) interpret and administer the Plan and any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action sole discretion of the Committee shall be finalor the board of directors of the surviving corporation) following such event as prior to such event; provided, conclusive and binding on all personshowever, including that the Company, its Affiliates, stockholders, Participants, beneficiaries, and amended or modified terms are permitted transferees under Section 7(a) or other persons claiming rights from or through a Participantby the Plan as then in effect.

Authority of the Committee. The Plan Committee shall be administered by the Committee except to the extent the Board elects to administer the Planhave full and final authority, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject its discretion, but subject to the express provisions of the Plan, Rule 16b-3 as follows: (a) to grant Options and awards of Restricted Stock; (b) subject to SECTION 7, to determine (i) the Option Price of the Shares subject to each Option, (ii) the Eligible Employees and Service Providers to whom, and the time or times at which, Options shall be granted or Restricted Stock shall be awarded, and (iii) the number of Shares subject to an Option and the number of Shares of Restricted Stock to be granted to each Optionee and Grantee thereof, respectively; (c) to determine all other applicable lawsterms and provisions of each Agreement (which may, but need not be, identical), and with the consent of the Optionee or Grantee, as the case may be, to modify any Agreement (including, without limitation, the Committee shall have vesting of Restricted Stock or Options subject to such Agreement); (d) without limiting the authorityforegoing, to provide, in its sole and absolute discretion, toin any Agreement: (i) designate Eligible Persons for an agreement by the Optionee or Grantee, as Participantsthe case may be, to render services to the Company, a REIT Subsidiary, the Limited Partnership or a Limited Partnership Subsidiary upon such terms and conditions as may be specified in the Agreement, provided that the Committee shall not have the power to commit the Company, a REIT Subsidiary, the Limited Partnership or a Limited Partnership Subsidiary to employ or otherwise retain any Optionee or Grantee; (ii) determine for restrictions on the type transfer, sale or types other disposition of Awards Shares issued to be granted the Optionee upon the exercise of an Option, and for other restrictions permitted by SUBSECTION 7.4 hereof with respect to an Eligible PersonRestricted Stock awarded to a Grantee; (iii) determine for an agreement by the number Optionee or Grantee, as the case may be, to resell to the Company, under specified conditions, Shares issued upon the exercise of shares of Stock an Option or amount of cash to be covered by Awardsawarded as Restricted Stock; (iv) determine for the payment of the Option Price upon the exercise of an Option otherwise than in cash, including without limitation by delivery of Shares (other than Restricted Stock) valued at Fair Market Value on the Date of Exercise of the Option in accordance with the terms of SUBSECTION 9.1 hereof, or a combination of cash and conditions Shares, or for the payment in part of any Award, including whether, to what extent and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement Option Price with a promissory note in accordance with the terms of one or more performance goals)SUBSECTION 9.3 hereof; (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include for the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination automatic issuance of a performance period, or modification Reload Option covering a number of Shares equal to the number of any other condition or limitation regarding an AwardShares used to pay the Option Price in accordance with the terms of SUBSECTION 9.2 hereof; (vi) determine for the treatment right of the Optionee to surrender to the Company an Award Option (or a portion thereof) that has become exercisable and to receive upon such surrender, without any payment to the Company, the Limited Partnership, a termination REIT Subsidiary or a Limited Partnership Subsidiary (other than required tax withholding amounts) that number of employment Shares (equal to the highest whole number of Shares) having an aggregate Fair Market Value as of the date of surrender equal to that number of Shares subject to the Option (or other service relationshipportion thereof) being surrendered multiplied by an amount equal to the excess of (I) the Fair Market Value of a Share on the date of surrender, over (II) the Option Price, plus an amount of cash equal to the Fair Market Value of any fractional Share to which the Optionee might be entitled. Other than for purposes of SUBSECTION 6.2(b) hereof, any such surrender shall be treated as the exercise of the Option (or portion thereof). (e) to construe and interpret the Plan and Agreements; (viif) impose a holding period to prescribe, amend and rescind rules and regulations relating to the Plan, including, without limitation and subject to SECTION 14 hereof, the rules with respect to an Award or the shares exercisability of Stock received in connection with an AwardOptions and the vesting of Restricted Stock; (viiig) interpret and administer to require, whether or not provided for in the Plan and pertinent Agreement, of any Award Agreementperson exercising an Option or acquiring Restricted Stock, at the time of such exercise or acquisition, the making of any representations or agreements which the Committee may deem necessary or advisable in order to comply with the securities laws of the United States or of any state; (ixh) correct to prescribe the method by which grants of Options and awards of Restricted Stock shall be evidenced; (i) to cancel, with the consent of the Optionee thereof, outstanding Options and to grant new Options in substitution therefor; (j) to require withholding from or payment by an Optionee or Grantee, as the case may be, of any defectfederal, supply any omission or reconcile any inconsistency in the Plan, in any Awardstate, or in any Award Agreement; andother governmental taxes; (xk) to prohibit the election described in SECTION 11 hereof; (l) to make any all other determination and take any other action that the Committee deems determinations deemed necessary or desirable advisable for the administration of the Plan. The express grant ; and (m) to impose such additional conditions, restrictions and limitations upon the exercise, vesting or retention of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed Options or Restricted Stock as limiting any power or authority of the Committee. Any action of the Committee shall may, prior to or concurrently with the grant or award thereof, deem appropriate, including, but not limited to, limiting the percentage of Options which may from time to time be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participantexercised by an Optionee.

Authority of the Committee. The Plan shall be administered by the Committee. The Committee except shall have full and final authority to take the extent the Board elects to administer the Planfollowing actions, in which each case references herein subject to and consistent with the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: (i) designate Eligible Persons as Participantsto select the Employees, Directors and Consultants to whom Options may be granted; (ii) determine the type or types of Awards to be granted to an Eligible Person; (iii) determine the number of shares of Common Stock subject to each such Option; PROVIDED, HOWEVER, that during any calendar year, no individual may be granted Options with respect to more than 250,000 shares of Common Stock; (iii) to determine whether an Option shall be an Incentive Stock Option or amount of cash to be covered by Awardsa Nonqualified Stock Option; (iv) to determine the terms and conditions of any AwardOption granted under the Plan (including, including but not limited to, the exercise price, the period, if any, over which Options shall vest and become exercisable (which period may be accelerated at any time in the discretion of the Committee), and performance conditions relating to an Option, based in each case on such considerations as the Committee shall determine), and all other matters to be determined in connection with an Option; (v) to determine whether, to what extent and under what circumstances Awards an the exercise price of an Option may be vestedpaid, settledin cash, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance periodCommon Stock, or modification of any other condition property, or limitation regarding an AwardOption may expire or be canceled, forfeited, or surrendered; (vi) to determine the treatment restrictions or conditions related to the delivery, holding and disposition of shares of Common Stock received upon exercise of an Award upon a termination of employment or other service relationshipOption; (vii) impose a holding period with respect to an Award or prescribe the shares form of each Stock received in connection with an AwardOption Agreement, which need not be identical for each Grantee; (viii) interpret to adopt, amend, suspend, waive and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer the Plan and any Award AgreementPlan; (ix) to correct any defect, defect or supply any omission or reconcile any inconsistency in the PlanPlan and to construe and interpret the Plan and any Option, in any Award, Stock Option Agreement or in any Award Agreementother instrument hereunder; and (x) to make any all other determination decisions and take any other action that determinations as may be required under the terms of the Plan or as the Committee deems may deem necessary or desirable advisable for the administration of the Plan. The express Committee may, at any time, grant new or additional options to any eligible Employee, Director or Consultant who has previously received Options under the Plan, or options under other plans, whether such prior Options or other options are still outstanding, have been exercised previously in whole or in part, or have been canceled. The exercise price of any specific power to the Committee, and the taking of any action such new or additional Options may be established by the Committee, shall not be construed as limiting any power without regard to such previously granted Options or authority other options. Other provisions of the Committee. Any action Plan notwithstanding, the Board may perform any function of the Committee under the Plan, including without limitation for the purpose of ensuring that transactions under the Plan by Grantees who are then subject to Section 16 of the Securities Exchange Act of 1934 in respect of the Corporation are exempt under Rule 16b-3 thereunder. In any case in which the Board is performing a function of the Committee under the Plan, each reference to the Committee herein shall be final, conclusive and binding on all persons, including deemed to refer to the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a ParticipantBoard.

Authority of the Committee. The Subject to the terms of the Plan shall be administered and applicable law, and in addition to the other express powers and authorizations conferred on the Committee by the Plan, the Committee except to the extent the Board elects shall have sole and plenary authority to administer the Plan, in which case references herein including the authority to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: (i) designate Eligible Persons as Participants; , (ii) determine the type or types of Awards to be granted to an Eligible Person; a Participant, (iii) determine the number of shares of Stock or amount of cash Shares to be covered by 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 AwardAwards, including (v) determine the vesting schedules of Awards and, if certain performance criteria must be attained in order for an Award to vest or be settled or paid, establish such performance criteria and certify whether, and to what extent, such performance criteria have been attained, (vi) determine whether, to what extent and under what circumstances Awards may be vestedsettled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, exercised, cancelled canceled, forfeited or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modifysuspended, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the shares election of Stock received in connection with an Award; the holder thereof or of the Committee, (viii) interpret and administer interpret, administer, reconcile any inconsistency in, correct any default in and/or supply any omission in, the Plan and any instrument or agreement relating to, or Award Agreement; made under, the Plan, (ix) correct any defectestablish, supply any omission amend, suspend or reconcile any inconsistency in waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan, (x) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards, (xi) amend an outstanding Award or grant a replacement Award for an Award previously granted under the Plan if, in any Awardits sole discretion, the Committee determines that (A) the tax consequences of such Award to the Company or the Participant differ from those consequences that were expected to occur on the date the Award was granted or (B) clarifications or interpretations of, or in any Award Agreement; and changes to, tax law or regulations permit Awards to be granted that have more favorable tax consequences than initially anticipated and (xxii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

Authority of the Committee. The Except as otherwise provided below, the Plan shall be administered by the Committee. The Committee except to the extent the Board elects to administer the Planshall have full and final authority, in which case references herein each case, subject to and consistent with the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: to (i1) designate select Eligible Persons as to become Participants; ; (ii2) grant Awards; (3) determine the type, number, and type or types of Awards to be granted to an Eligible Person; (iii) determine the number of shares of Stock or amount of cash to be covered by Awards; (iv) determine the subject to, other terms and conditions of any Awardof, including whetherand all other matters relating to, to what extent Awards; (4) prescribe Award Agreements (which need not be identical for each Participant) and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award; (viii) interpret rules and administer the Plan and any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and (x) make any other determination and take any other action that the Committee deems necessary or desirable regulations for the administration of the Plan. The express grant ; (5) determine the method by which an Award may be settled, exercised, canceled, forfeited, suspended, or repurchased by the Company; (6) determine the circumstances under which the delivery of cash, property, or other amounts payable with respect to an Award may be deferred, either automatically or at the Participant’s or Committee’s election; (7) accelerate the vesting, delivery or exercisability of, or payment for or lapse of restrictions on, or waive any specific power to the Committeecondition in respect of, Awards; (8) construe, administer, and interpret the taking Plan and Award Agreements and correct defects, supply omissions, and reconcile inconsistencies therein; (9) suspend the right to exercise Awards during any period that the Committee deems appropriate to comply with applicable securities laws, and thereafter extend the exercise period of any action an Award by an equivalent period of time or such shorter period required by, or necessary to comply with, applicable law; and (10) make all other decisions and determinations as the Committee, shall not be construed as limiting any power Committee may deem necessary or authority advisable for the administration of the CommitteePlan. Any action of the Committee shall be final, conclusive conclusive, and binding on all personsPersons, including including, without limitation, the Company, its stockholders and Affiliates, stockholdersEligible Persons, Participants, beneficiariesand beneficiaries of Participants. Notwithstanding anything in the Plan to the contrary, the Committee shall have the ability to accelerate the vesting of any outstanding Award at any time and permitted transferees under for any reason, including but not limited to upon a Corporate Event, subject to Section 7(a) 10(d), or other persons claiming rights from or through in the event of a Participant’s Termination by the Service Recipient other than for Cause, or due to the Participant’s death, Disability, or retirement (as such term may be defined in an applicable Award Agreement or Participant Agreement or, if no such definition exists, in accordance with the Company’s then-current employment policies and guidelines). For the avoidance of doubt, the Board shall have the authority to take all actions under the Plan that the Committee is permitted to take.

Authority of the Committee. (a) The Committee shall have full and exclusive power to interpret and apply the terms and provisions of the Plan shall be administered by the Committee except to the extent the Board elects to administer and Awards made under the Plan, and to adopt such rules, regulations and guidelines for implementing the Plan as the Committee may deem necessary or proper, all of which powers shall be exercised in which case references herein the best interests of the Company and in keeping with the objectives of the Plan. A majority of the members of the Committee shall constitute a quorum for the transaction of business relating to the “Committee” Plan or Awards made under the Plan, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting. Any decision or determination reduced to writing and signed by a majority of the members shall be deemed to include references to the “Board.” Subject to the express provisions as effective as if it had been made by a majority vote at a meeting properly called and held. All questions of interpretation and application of the Plan, Rule 16b-3 or as to Awards granted under the Plan, shall be subject to the determination, which shall be final and binding, of a majority of the whole Committee. No member of the Committee shall be liable for any act or omission of any other applicable lawsmember of the Committee or for any act or omission on his or her own part, including but not limited to the exercise of any power or discretion given to him or her under the Plan, except those resulting from his or her own willful misconduct. In carrying out its authority under the Plan, the Committee shall have the authority, in its sole full and absolute final authority and discretion, to: including but not limited to the following rights, powers and authorities to (i) designate Eligible Persons as Participants; determine the persons to whom and the time or times at which Awards will be made; (ii) determine the type or types of Awards to be granted to an Eligible Person; granted; (iii) determine the number and exercise price of shares of Stock or amount covered in each Award subject to the terms and provisions of cash to be covered by Awards; the Plan; (iv) determine the terms terms, provisions and conditions of any each Award, including which need not be identical and need not match the default terms set forth in the Plan; (v) determine whether, to what extent extent, and under what circumstances Awards may be vestedsettled or exercised in cash, Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modifycanceled, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance periodforfeited, or modification of any other condition or limitation regarding an Award; suspended; (vi) determine accelerate the treatment of an time at which any outstanding Award upon a termination of employment or other service relationship; will vest; (vii) impose a holding period with respect prescribe, amend and rescind rules and regulations relating to an Award or administration of the shares of Stock received in connection with an Award; Plan; and (viii) interpret make all other determinations and administer take all other actions deemed necessary, appropriate or advisable for the Plan and any Award Agreement;proper administration of the Plan. (ixb) The Committee may make an Award to an individual who the Company expects to become an Employee of the Company or any of its Affiliates within six (6) months after the date of grant of the Award, with the Award being subject to and conditioned on the individual actually becoming an Employee within that time period and subject to other terms and conditions as the Committee may establish. (c) The Committee may correct any defect, defect or supply any omission or reconcile any inconsistency in the Plan, in any Award, Plan or in any Award Agreement; and (x) make any other determination to a Holder in the manner and take any other action that to the extent the Committee deems necessary or desirable to further the Plan’s objectives. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of the Plan. As permitted by law and the terms and provisions of the Plan, the Committee may delegate to one or more of its members or to one or more officers of the Company, or its Affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any person to whom it has delegated duties or powers as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. The express grant Committee may employ attorneys, consultants, accountants, agents, and other persons, any of any specific power to whom may be an Employee, and the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, and its Affiliatesofficers and Board shall be entitled to rely upon the advice, stockholdersopinions, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participantvaluations of any such person.

Authority of the Committee. The Plan Committee shall be administered by the Committee except have full discretionary authority to grant, pursuant to the extent the Board elects to administer terms of the Plan, in which case references herein Awards to those individuals who are eligible to receive Awards under the Plan. Except as limited by law or by the Certificate of Incorporation or By-Laws of the Company, and subject to the “Committee” provisions herein, the Committee shall be deemed to include references to have full power, in accordance with the “Board.” Subject to the express other terms and provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: (ia) designate Eligible Persons as Select Employees, Non-Employee Directors and Consultants who may receive Awards under the Plan and become Participants; (iib) determine Determine eligibility for participation in the type or types of Plan and decide all questions concerning eligibility for, and the amount of, Awards to be granted to an Eligible Personunder the Plan; (iiic) determine Determine the number sizes and types of shares of Stock or amount of cash to be covered by Awards; (ivd) Determine the terms and conditions of Awards, including the Option Prices of Options and the Grant Prices of SARs; (e) Grant Awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company or a Subsidiary or Affiliate; (f) Grant Substitute Awards on such terms and conditions as the Committee may prescribe, subject to compliance with the ISO rules under Code Section 422 and the nonqualified deferred compensation rules under Code Section 409A, where applicable; (g) Make all determinations under the Plan concerning Termination of any Participant’s employment or service with the Company or a Subsidiary or Affiliate, including whether such Termination occurs by reason of Cause, Disability or Retirement or in connection with a Change of Control and whether a leave constitutes a Termination; (h) Construe and interpret the Plan and any agreement or instrument entered into under the Plan, including any Award Agreement; (i) Establish and administer any terms, conditions, restrictions, limitations, forfeiture, vesting or exercise schedule, and other provisions of or relating to any Award; (j) Establish and administer any performance goals in connection with any Awards, including performance criteria and applicable Performance Periods, determine the extent to which any performance goals and/or other terms and conditions of an Award are attained or are not attained; (k) Construe any ambiguous provisions, correct any defects, supply any omissions and reconcile any inconsistencies in the Plan and/or any Award Agreement or any other instrument relating to any Awards; (l) Establish, adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines, forms and/or instruments for the Plan’s operation or administration; (m) Make all valuation determinations relating to Awards and the payment or settlement thereof; (n) Grant waivers of terms, conditions, restrictions and limitations under the Plan or applicable to any Award, or accelerate the vesting or exercisability of any Award; (o) Subject to the provisions of Article XV, amend or adjust the terms and conditions of any outstanding Award and/or adjust the number and/or class of shares of stock subject to any outstanding Award; (p) At any time and from time to time after the granting of an Award, specify such additional terms, conditions and restrictions with respect to such Award as may be deemed necessary or appropriate to ensure compliance with any and all applicable laws or rules, including terms, restrictions and conditions for compliance with applicable securities laws or listing rules, methods of withholding or providing for the payment of required taxes and restrictions regarding a Participant’s ability to exercise Options through a cashless (broker-assisted) exercise; (q) Offer to buy out an Award previously granted, based on such terms and conditions as the Committee shall establish with and communicate to the Participant at the time such offer is made; (r) Determine whether, and to what extent and under what circumstances Awards may be vestedsettled in cash, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment Shares or other service relationship; (vii) impose a holding period with respect to an Award property or the shares of Stock received in connection with an Award; (viii) interpret and administer the Plan and any Award Agreement; (ix) correct any defect, supply any omission canceled or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreementsuspended; and (xs) Exercise all such other authorities, take all such other actions and make any all such other determination and take any other action that the Committee determinations as it deems necessary or desirable advisable for the proper operation and/or administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

Authority of the Committee. The Plan Committee shall be administered by the Committee except have full discretionary authority to grant, pursuant to the extent the Board elects to administer terms of the Plan, in which case references herein Awards to those individuals who are eligible to receive Awards under the Plan. Except as limited by law or by the Certificate of Incorporation or By-Laws of the Company, and subject to the “Committee” provisions herein, the Committee shall be deemed to include references to have full power, in accordance with the “Board.” Subject to the express other terms and provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: (ia) designate Eligible Persons as select Employees, Non-Employee Directors and Consultants who may receive Awards under the Plan and become Participants; (iib) determine eligibility for participation in the Plan and decide all questions concerning eligibility for, and the amount of, Awards under the Plan; (c) determine the type or sizes and types of Awards to be granted to an Eligible Person; (iii) determine the number of shares of Stock or amount of cash to be covered by Awards; (ivd) determine the terms and conditions of Awards, including the Option Prices of Options and the Grant Prices of SARs; (e) grant Awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company or a Subsidiary or Affiliate; (f) grant Substitute Awards on such terms and conditions as the Committee may prescribe, subject to compliance with the ISO rules under Code Section 422 and the nonqualified deferred compensation rules under Code Section 409A, where applicable; (g) make all determinations under the Plan concerning Termination of any Participant’s employment or service with the Company or a Subsidiary or Affiliate, including whether such Termination occurs by reason of Cause, Good Reason, disability, retirement or in connection with a Change of Control and whether a leave constitutes a Termination; (h) construe and interpret the Plan and any agreement or instrument entered into under the Plan, including any Award Agreement; (i) establish and administer any terms, conditions, restrictions, limitations, forfeiture, vesting or exercise schedule, and other provisions of or relating to any Award; (j) establish and administer any performance goals in connection with any Awards, including performance criteria and applicable Performance Periods, determine the extent to which any performance goals and/or other terms and conditions of an Award are attained or are not attained; (k) construe any ambiguous provisions, correct any defects, supply any omissions and reconcile any inconsistencies in the Plan and/or any Award Agreement or any other instrument relating to any Awards; (l) establish, adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines, forms and/or instruments for the Plan’s operation or administration; (m) make all valuation determinations relating to Awards and the payment or settlement thereof; (n) grant waivers of terms, conditions, restrictions and limitations under the Plan or applicable to any Award, or accelerate the vesting or exercisability of any Award; (o) subject to the provisions of Article XV, amend or adjust the terms and conditions of any outstanding Award and/or adjust the number and/or class of shares of stock subject to any outstanding Award; (p) at any time and from time to time after the granting of an Award, specify such additional terms, conditions and restrictions with respect to such Award as may be deemed necessary or appropriate to ensure compliance with any and all applicable laws or rules, including terms, restrictions and conditions for compliance with applicable securities laws or listing rules, methods of withholding or providing for the payment of required taxes and restrictions regarding a Participant’s ability to exercise Options through a cashless (broker-assisted) exercise; (q) offer to buy out an Award previously granted, based on such terms and conditions as the Committee shall establish with and communicate to the Participant at the time such offer is made; (r) determine whether, and to what extent and under what circumstances Awards may be vestedsettled in cash, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment Shares or other service relationship; (vii) impose a holding period with respect to an Award property or the shares of Stock received in connection with an Award; (viii) interpret and administer the Plan and any Award Agreement; (ix) correct any defect, supply any omission canceled or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreementsuspended; and (xs) exercise all such other authorities, take all such other actions and make any all such other determination and take any other action that the Committee determinations as it deems necessary or desirable advisable for the proper operation and/or administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

Authority of the Committee. The Plan shall be administered by the Committee except In accordance with and subject to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the this Plan, Rule 16b-3 and other applicable laws, the Committee shall will have full and exclusive discretionary power and authority to take such actions as it deems necessary and advisable with respect to the authorityadministration of this Plan, in its sole and absolute discretion, toincluding the following: (ia) To designate the Eligible Persons Recipients to be selected as Participants; (iib) To determine the type or types nature, extent and terms of the Awards to be granted made to an Eligible Person; (iii) determine each Participant, including the amount of cash or number of shares of Common Stock or amount of cash to be covered by Awards; (iv) determine the terms and conditions of any subject to each Award, including whetherany exercise price or xxxxx xxxxx, to what extent the manner in which Awards will vest, become exercisable, settled or paid out and under what circumstances whether Awards may will be vestedgranted in tandem with other Awards, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of and the form of settlement of the Award (for exampleAgreement, from cash to Stock or vice versa)if any, early termination of a performance period, or modification of any other condition or limitation regarding an evidencing such Award; (vic) To determine the treatment of an Award upon a termination of employment time or other service relationshiptimes when Awards will be granted; (viid) impose a holding period with respect To determine the duration of each Award; (e) To determine the terms, restrictions and other conditions to which the grant of an Award or the shares payment or vesting of Stock received in connection with an AwardAwards may be subject; (viiif) To construe and interpret and administer the this Plan and any Award Agreement; (ix) Awards granted under it, and to establish, amend and revoke rules and regulations for its administration and in so doing, to correct any defect, supply any omission omission, or reconcile any inconsistency in this Plan or in an Award Agreement, in a manner and to the extent it will deem necessary or expedient to make this Plan fully effective; (g) To determine Fair Market Value in accordance with Section 2.23 of this Plan; (h) To amend this Plan or any Award Agreement, as provided in this Plan; (i) To adopt sub-plans or special provisions applicable to Awards regulated by the laws of a jurisdiction other than, and outside of, the United States, which except as otherwise provided in this Plan, such sub-plans or special provisions may take precedence over other provisions of this Plan; (j) To authorize any person to execute on behalf of the Company any Award Agreement or any other instrument required to effect the grant of an Award previously granted by the Committee; (k) To determine whether Awards will be settled in shares of Common Stock, cash or in any Awardcombination thereof; (l) To determine whether Awards will be adjusted for dividend equivalents, with “Dividend Equivalents” meaning a credit, made at the discretion of the Committee, to the account of a Participant in an amount equal to the cash dividends paid on one share of Common Stock for each share of Common Stock represented by an Award held by such Participant, subject to Section 12 of this Plan and any other provision of this Plan, and which Dividend Equivalents may be subject to the same conditions and restrictions as the Awards to which they attach and may be settled in the form of cash, shares of Common Stock, or in any Award Agreementcombination of both; and (xm) make any other determination To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and take any other action that the Committee deems necessary or desirable for the administration of the Plan. The express grant manner of any specific power resales by a Participant or other subsequent transfers by the Participant of any shares of Common Stock, including restrictions under an xxxxxxx xxxxxxx policy, stock ownership guidelines, restrictions as to the Committee, use of a specified brokerage firm for such resales or other transfers and other restrictions designed to increase equity ownership by Participants or otherwise align the taking interests of any action by Participants with the Committee, shall not be construed as limiting any power or authority of the CommitteeCompany’s stockholders. Any action All decisions and interpretations of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Company and Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.

Authority of the Committee. The Plan Committee shall be administered by the Committee except have full discretionary authority to grant, pursuant to the extent the Board elects to administer terms of the Plan, in which case references herein Awards to those individuals who are eligible to receive Awards under the Plan. Except as limited by law or by the charter or by-laws of the Company, and subject to the “Committee” provisions herein, the Committee shall be deemed to include references to have full power, in accordance with the “Board.” Subject to the express other terms and provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to: (ia) designate select Eligible Persons as Individuals who may receive Awards under the Plan and become Participants; (iib) determine eligibility for participation in the Plan and decide all questions concerning eligibility for, and the amount of, Awards under the Plan; (c) determine the type or sizes and types of Awards to be granted to an Eligible Person; (iii) determine the number of shares of Stock or amount of cash to be covered by Awards; (ivd) determine the terms and conditions of any AwardAwards, including whetherthe Option Prices of Options and the Grant Prices of SARs; (e) grant Awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company or a Subsidiary or Affiliate; (f) grant Substitute Awards on such terms and conditions as the Committee may prescribe, subject to what extent compliance with the ISO rules under Code Section 422 and the nonqualified deferred compensation rules under what circumstances Awards may be vestedCode Section 409A, settled, exercised, cancelled or forfeited where applicable; (including conditions based on continued g) make all determinations under the Plan concerning Termination of any Participant’s employment or service requirements with the Company or the achievement a Subsidiary or Affiliate, including whether such Termination occurs by reason of one Cause, Good Reason, Disability, Retirement or more performance goals)in connection with a Change in Control, and whether a leave constitutes a Termination; (vh) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of determine whether a performance period, or modification of any other condition or limitation regarding an AwardChange in Control shall have occurred; (vii) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award; (viii) construe and interpret and administer the Plan and any agreement or instrument entered into under the Plan, including any Award Agreement; (ixj) establish and administer any terms, conditions, restrictions, limitations, forfeiture, vesting or exercise schedule, and other provisions of or relating to any Award; (k) establish and administer any performance goals in connection with any Awards, including related Performance Measures or other performance criteria and applicable Performance Periods, determine the extent to which any performance goals and/or other terms and conditions of an Award are attained or are not attained, and certify whether, and to what extent, any such performance goals and other material terms applicable to Awards intended to qualify as Performance-Based Compensation were in fact satisfied; (l) subject to Section 9.3, make adjustments in the performance goals of an Award, provided that adjustments with respect to Performance-Based Compensation subject to Code Section 162(m) shall not be inconsistent with the requirements of Code Section 162(m) and the regulations thereunder; (m) construe any ambiguous provisions, correct any defectdefects, supply any omission or omissions and reconcile any inconsistency inconsistencies in the Plan and/or any Award Agreement or any other instrument relating to any Awards; (n) establish, adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines, forms and/or instruments for the Plan’s operation or administration; (o) make all valuation determinations relating to Awards and the payment or settlement thereof; (p) grant waivers of terms, in conditions, restrictions and limitations under the Plan or applicable to any Award, or accelerate the vesting or exercisability of any Award; (q) amend or adjust the terms and conditions of any outstanding Award and/or adjust the number and/or class of shares of stock subject to any outstanding Award; (r) at any time and from time to time after the granting of an Award, specify such additional terms, conditions and restrictions with respect to such Award as may be deemed necessary or appropriate to ensure compliance with any and all applicable laws or rules, including terms, restrictions and conditions for compliance with applicable securities laws or listing rules, methods of withholding or providing for the payment of required taxes and restrictions regarding a Participant’s ability to exercise Options through a cashless (broker-assisted) exercise; (s) establish any “blackout” period that the Committee in any its sole discretion deems necessary or advisable; (t) exercise all such other authorities, take all such other actions and make all such other determinations as it deems necessary or appropriate for the proper operation and/or administration of the Plan; (u) determine on the Grant Date whether the Award is intended or not intended to satisfy the requirements of Code Section 162(m) and so note in the applicable Award Agreement; and (xv) make notwithstanding any other determination and take any other provisions in this Plan, no action that the Committee deems necessary or desirable for the administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be finaltaken which will prevent Awards hereunder (i) that are intended to provide Performance-Based Compensation from doing so, conclusive and binding on all persons, including or (ii) that are intended to comply with the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under requirements of Code Section 7(a) or other persons claiming rights 409A from or through a Participantdoing so.

Authority of the Committee. The Plan Committee shall have all the authority that may be administered by the Committee except necessary or helpful to enable it to discharge its responsibilities with respect to the extent Plan. Without limiting the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions generality of the Plan, Rule 16b-3 and other applicable lawspreceding sentence, the Committee shall have the authority, in its sole exclusive right to: (a) select the Participants and absolute discretion, to: (i) designate Eligible Persons as Participants; (ii) determine the type or types of Awards to be granted made to an Eligible Person; (iii) determine Participants, the number of shares subject to Awards and the terms, conditions, restrictions and limitations of Stock or the Awards; (b) interpret the Plan; (c) determine eligibility for participation in the Plan; (d) decide all questions concerning eligibility for and the amount of cash Awards payable under the Plan; (e) construe any ambiguous provision of the Plan; (f) correct any default; (g) supply any omission; (h) reconcile any inconsistency; (i) issue administrative guidelines as an aid to administer the Plan and make changes in such guidelines as it from time to time deems proper; (j) make regulations for carrying out the Plan and make changes in such regulations as it from time to time deems proper; (k) determine whether Awards should be covered by granted singly, in combination or in tandem; (l) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions, and limitations; (m) accelerate the vesting, exercise, or payment of an Award or the Performance Period of an Award when such action or actions would be in the best interest of the Company; (n) establish such other types of Awards; , besides those specifically enumerated in Article 5 hereof, which the Committee determines are consistent with the Plan’s purpose; (ivo) subject to Section 4.3, grant Awards in replacement of Awards previously granted under this Plan or any other executive compensation plan of the Company; (p) establish and administer the Performance Goals and certify whether, and to what extent, they have been attained; (q) determine the terms and conditions provisions of any Award, including whether, to what extent and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited agreements entered into hereunder; (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (vr) modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; (vi) determine the treatment of an Award upon a termination of employment or other service relationship; (vii) impose a holding period with respect to an Award or the shares of Stock received in connection with an Award; (viii) interpret and administer the Plan and any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and (x) make any other determination and take any and all other action that the Committee it deems necessary or desirable advisable for the proper operation or administration of the Plan; and (s) make all other determinations it deems necessary or advisable for the administration of the Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participantfactual determinations.

Authority of the Committee. The Committee shall have full and exclusive power to interpret and apply the terms and provisions of the Plan shall be administered by the Committee except to the extent the Board elects to administer and Awards made under the Plan, in and to adopt such rules, regulations and guidelines for implementing the Plan as the Committee may deem necessary or proper, all of which case references herein to the “Committee” powers shall be deemed exercised in the best interests of the Company and in keeping with the objectives of the Plan. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting. Any decision or determination reduced to include references to writing and signed by a majority of the “Board.” Subject to the express provisions members shall be as effective as if it had been made by a majority vote at a meeting properly called and held. All questions of interpretation and application of the Plan, Rule 16b-3 or as to award granted under the Plan, shall be subject to the determination, which shall be final and binding, of a majority of the whole Committee. No member of the Committee shall be liable for any act or omission of any other applicable lawsmember of the Committee or for any act or omission on his own part, including but not limited to the exercise of any power or discretion given to him under the Plan, except those resulting from his own gross negligence or willful misconduct. In carrying out its authority under the Plan, the Committee shall have full and final authority and discretion, including but not limited to the authorityfollowing rights, in its sole powers and absolute discretionauthorities, to: (ia) designate Eligible Persons as Participantsdetermine the persons to whom and the time or times at which Awards will be made; (ii) determine the type or types of Awards to be granted to an Eligible Person; (iiib) determine the number and exercise price of shares of Stock or amount covered in each Award, subject to the terms and provisions of cash to be covered by Awardsthe Plan; (ivc) determine the terms terms, provisions and conditions of any each Award, including whether, to what extent which need not be identical and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or need not match the achievement of one or more performance goals)default terms set forth in the Plan; (vd) modify, waive or adjust accelerate the time at which any term or condition of an outstanding Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Awardwill vest; (vie) determine prescribe, amend and rescind rules and regulations relating to administration of the treatment of an Award upon a termination of employment or other service relationship;Plan; and (viif) impose a holding period with respect to an Award make all other determinations and take all other actions deemed necessary, appropriate or advisable for the shares proper administration of Stock received in connection with an Award; (viii) interpret and administer the Plan and any Award Agreement; (ix) Plan. The Committee may correct any defect, defect or supply any omission or reconcile any inconsistency in the Plan, in any Award, Plan or in any Award Agreement; and (x) make any other determination to a Holder in the manner and take any other action that to the extent the Committee deems necessary or desirable to further the Plan’s objectives. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of the Plan. The express grant of any specific power to the Committee, As permitted by law and the taking of any action by the Committee, shall not be construed as limiting any power or authority terms and provisions of the CommitteePlan, the Committee may delegate its authority as identified in Section 11.3. Any action The actions of the Committee in exercising all of the rights, powers, and authorities set out in this Article XI and all other Articles of the Plan, when performed in good faith and in its sole judgment, shall be final, conclusive and binding on all persons. The Committee may employ attorneys, including consultants, accountants, agents, and other persons, any of whom may be an Associate, and the Committee, the Company, and its Affiliatesofficers and Board shall be entitled to rely upon the advice, stockholdersopinions, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participantvaluations of any such persons.

Authority of the Committee. The Except as otherwise provided herein, the Plan shall be administered by the Committee except Committee, which shall have the power to interpret the Plan and to adopt such rules and guidelines for implementing the terms of the Plan as it may deem appropriate. The Committee, shall have the ability to modify the Plan provisions, to the extent the Board elects necessary, or delegate such authority, to administer the Plan, accommodate any changes in law and regulations in jurisdictions in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Participants will receive Awards. Subject to the express provisions terms of the Plan, Rule 16b-3 Plan and other applicable lawslaw, the Committee shall have the authority, in its sole full power and absolute discretion, authority to: (i) designate Eligible Persons as Participants; (ii) determine the type or types of Awards to be granted to an Eligible Personeach Participant under the Plan; (iii) determine the number of shares of Common Stock or amount of cash 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, including ; (v) determine whether, to what extent extent, and under what circumstances Awards may be vestedsettled or exercised in cash, shares of Common Stock, other securities, or other Awards, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals); (v) modifycanceled, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance periodforfeited, or modification of any other condition or limitation regarding an Awardsuspended; (vi) determine the treatment whether, to what extent, and under what circumstances cash, shares of an Award upon a termination of employment or Common Stock, other service relationship; (vii) impose a holding period securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the shares election of Stock received in connection with an Awardthe holder thereof or of the Committee;; (viiivii) interpret and administer the Plan and any instrument or agreement relating to, or Award Agreementmade under, the Plan; (viii) establish, amend, suspend, or waive such rules and guidelines; (ix) correct any defect, supply any omission or reconcile any inconsistency in appoint such agents as it shall deem appropriate for the proper administration of the Plan, in any Award, or in any Award Agreement; and; (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. The express grant of ; and (xi) correct any specific power defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the Committee, and extent it shall deem desirable to carry the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a ParticipantPlan into effect.