Common use of Power and Authority of the Committee Clause in Contracts

Power and Authority of the Committee. The Agreement shall be administered by the Committee. Subject to the express provisions of the Agreement and to applicable law, the Committee shall have full power and authority to: (i) waive any restrictions relating to the RSUs; (iii) interpret and administer the Agreement; (iv) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of these RSUs and this Agreement; (v) delegate to one or more executive officers of the Company the authority to administer these RSUs and this Agreement or any aspect of them; and (vi) make any other determination and take any other action, prospectively or retrospectively, that the Committee deems necessary or desirable for the administration of these RSUs and this Agreement. Unless otherwise expressly provided herein, all designations, determinations, interpretations and other decisions under or with respect to these RSUs and this Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon Employee and any holder or beneficiary of the RSUs. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of this Agreement or resolutions adopted in furtherance of hereof, including, without limitation, the right to make certain determinations and elections with respect to the RSUs.

Power and Authority of the Committee. The Agreement shall be administered by the Committee. Subject to the express provisions of the Agreement and to applicable law, the Committee shall have full power and authority to: (i) accelerate the exercisability or waive any restrictions relating to the RSUsOption; (ii) extend the exercise period; (iii) determine whether, to what extent and under what circumstances the Option may be exercised in cash, Shares, other securities, other Company equity awards held by Optionee or other property, or canceled, forfeited or suspended; (iv) interpret and administer the Agreement; (ivv) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of these RSUs this Option and this Agreement; (vvi) delegate to one or more executive officers of the Company the authority to administer these RSUs this Option and this Agreement or any aspect of them; and (vivii) make any other determination and take any other action, prospectively or retrospectively, that the Committee deems necessary or desirable for the administration of these RSUs this Option and this Agreement. Unless otherwise expressly provided herein, all designations, determinations, interpretations and other decisions under or with respect to these RSUs this Option and this Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon Employee the Optionee and any holder or beneficiary of the RSUs. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of this Agreement or resolutions adopted in furtherance of hereof, including, without limitation, the right to make certain determinations and elections with respect to the RSUsOption.