Common use of Powers of the Administrator Clause in Contracts

Powers of the Administrator. Subject to the terms of the Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine the terms and conditions, consistent with the Plan, of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine the terms and conditions of an Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establish, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13

Powers of the Administrator. Subject to the terms provisions of the this Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (ia) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under the Plan; (iiib) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providershereunder; (ivc) to determine the number of Shares or dollar amounts to be covered by each Award grantedgranted hereunder; (vd) to approve forms of Award Agreements for use under this Plan; (e) to determine the terms and conditions, consistent not inconsistent with the terms of this Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited toinclude the exercise price, the Exercise Price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; thereto (vi) to institute and determine the terms and conditions of an Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establish, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend suspending the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by purposes or to comply with Applicable Laws, provided that such suspension shall must be lifted prior to the expiration of the maximum term and post-termination exercisability period of an Award), based in all cases not less than 10 Trading Days before each case on such factors as the last date that the Award may be exercisedAdministrator will determine; (xivf) to institute and determine the terms and conditions of an Exchange Program, including, subject to Section 20.3, to unilaterally implement an Exchange Program without the consent of the applicable Award holder; (g) to construe and interpret the terms of this Plan and Awards granted pursuant to this Plan; (h) to prescribe, amend and rescind rules and regulations relating to this Plan, including rules and regulations relating to sub-plans established for the purpose of facilitating compliance with applicable non-U.S. laws, easing the administration of this Plan or for qualifying for favorable tax treatment under applicable non-U.S. laws, in each case as the Administrator may deem necessary or advisable; (i) to modify or amend each Award (subject to Section 20.3), including the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option or Stock Appreciation Right (subject to Sections 6.4 and 7.5); (j) to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 16; (k) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; (l) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to any such Participants Participant under an Award; and (xvm) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering this Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee or an Officer, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee or Committee, the Administrator will shall have the authority, in its sole and absolute discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue of the Common Stock, in accordance with Section 2(u) of the Plan; (ii) to approve forms of Award Agreements for use select the Consultants and Employees to whom Awards will be granted under the Plan; (iii) to select determine whether, when, to what extent and in what types and amounts Awards are granted under the Service Providers to whom Awards may be granted and grant Awards to such Service ProvidersPlan; (iv) to determine the number of Shares shares of Common Stock to be covered by each Award grantedgranted under the Plan; (v) to determine the forms of Award Agreements, which need not be the same for each grant or for each Grantee, for use under the Plan; (vi) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted under the Plan. Such terms and conditions may conditions, which need not be the same for each grant or for each Grantee, include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards Options and SARs may be exercised (which may be based on performance criteria), the extent to which vesting is suspended during a leave of absence, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares shares of Common Stock relating to an Award; (vi) to institute and determine thereto, based in each case on such factors as the terms and conditions of an Exchange ProgramAdministrator shall determine; (vii) to construe and interpret the terms of the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredAwards; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rulesincluding, without limiting the generality of the foregoing, rules and regulations relating to the operation and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside accommodate the U.S., in each case as the Administrator may deem necessary or advisablespecific requirements of local and foreign laws and procedures; (ix) to interpret, modify or amend each Award (subject to Section 1913 of the Plan), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants authorize any person to satisfy tax withholding obligations in execute on behalf of the Company any manner permitted instrument required to effect the grant of an Award previously granted by Section 16the Administrator; (xi) to delegate ministerial duties determine the terms and restrictions applicable to any of the Company’s EmployeesAwards; (xii) to authorize any person make such adjustments or modifications to take any steps and execute, on behalf Awards granted to Grantees who are Employees of foreign Subsidiaries as are advisable to fulfill the purposes of the Company, any documents required for an Award previously granted by the Administrator Plan or to be effectivecomply with Applicable Law; (xiii) to temporarily suspend delegate its duties and responsibilities under the exercisability Plan with respect to sub-plans applicable to foreign Subsidiaries, except its duties and responsibilities with respect to Employees who are also Officers or Directors subject to Section 16(b) of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised;Exchange Act; and (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified Plan and the specific duties delegated by the BoardBoard to any Committee, and subject to the approval of any requirements imposed by Applicable Lawsrelevant authorities, the Administrator will shall have the authority, authority in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (ia) to determine the Fair Market ValueValue of the Common Stock for all purposes of the Plan or any Award granted hereunder; (iib) to select the Employee to whom Awards may from time to time be granted hereunder; (c) to determine the number of shares of Common Stock to be covered by each Award granted hereunder, subject to the limitations of Section 2.1 above; (d) to approve forms of Award Agreements agreement for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (ve) to determine the terms and conditions, consistent with the Plan, conditions of any Award granted. Such Awards granted hereunder (such terms and conditions may include, but are not limited to, the Exercise Pricepurchase price to be paid, the time(s) time or times when Awards Award may be exercised vest (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares Common Stock relating to an Awardthereto, based in each case on such factors as the Administrator, in its discretion, shall determine); (vif) to institute and determine the terms and conditions of an Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan; (g) to allow Holders to satisfy withholding tax obligations by electing to have the Company withhold shares of Common Stock otherwise subject to an Award, including rulesor to allow the repurchase of shares of Common Stock by the Company, regulations having a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such obligations based on the minimum amount required to be withheld using the statutory withholding rates for federal, state, local and sub-plans for the foreign income tax and payroll tax purposes of facilitating compliance with that are applicable non-U.S. laws, easing the administration to such supplemental taxable income. The Fair Market Value of the Plan and/or obtaining tax-favorable treatment shares of Common Stock to be withheld or repurchased shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Holders to have shares of Common Stock withheld or repurchased for Awards granted to Service Providers located outside the U.S., this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ixh) to interpret, modify amend the Plan or amend each any Award (subject to granted under the Plan as provided in Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award5.2; and (xvi) to make any determinations construe and interpret the terms of the Plan and Awards granted pursuant to the Plan and to exercise such powers and perform such acts as the Administrator deems necessary or appropriate under Section 13desirable to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, Plan the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards hereunder; (iii) to such Service Providersdetermine the number of shares of Common Stock to be covered by each Award granted hereunder; (iv) to determine approve forms of agreement for use under the number of Shares to be covered by each Award grantedPlan; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise or purchase price, the time(s) time or times when Awards may be exercised vested, exercised, purchased or granted (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictionsrestrictions or repurchase rights, and any restriction or limitation regarding any Award or the Shares shares of Common Stock relating to an Awardthereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vi) to institute construe and determine interpret the terms of the Plan and conditions awards granted pursuant to the Plan, including, but not limited to, a determination of an Exchange Programa Participant’s date of termination with respect to any Award granted under the Plan; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. qualifying for preferred tax treatment under foreign tax laws, easing the administration satisfying foreign securities law or achieving other foreign legal compliance objectives; (viii) to modify or amend each Award (subject to Section 16 of the Plan and/or obtaining taxPlan), including the discretionary authority to extend the post-favorable treatment termination vesting or exercisability of Awards longer than is otherwise provided for Awards granted in the Plan; (ix) to Service Providers located outside allow Participants to satisfy withholding tax obligations by electing to have the U.S., Company withhold from the Shares to be issued upon exercise of an Option or SAR or upon the vesting or earlier tax recognition of Restricted Stock that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an AwardAdministrator; and (xvxi) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (ia) to determine the Fair Market Value; (iib) to select the Service Providers to whom Awards may be granted hereunder; (c) to determine the number of Shares or dollar amounts to be covered by each Award granted hereunder; (d) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (ve) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; thereto (vi) to institute and determine the terms and conditions of an Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishto, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend suspending the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by purposes or to comply with Applicable Laws, provided that such suspension shall must be lifted prior to the expiration of the maximum term and post-termination exercisability period of an Award), based in all cases not less than 10 Trading Days before each case on such factors as the last date that the Award may be exercisedAdministrator will determine; (xivf) to institute and determine the terms and conditions of an Exchange Program, including, subject to Section 20.3, to unilaterally implement an Exchange Program without the consent of the applicable Award holder; (g) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; (h) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or for qualifying for favorable tax treatment under applicable non-U.S. laws, in each case as the Administrator may deem necessary or advisable; (i) to modify or amend each Award (subject to Section 20.3), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option or Stock Appreciation Right (subject to Sections 6.4 and 7.5); (j) to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 16; (k) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; (l) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to any such Participants Participant under an Award; and (xvm) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject In addition to any other powers or authority conferred upon the Administrator elsewhere in the Plan or by law, the Administrator shall have full power and authority: (a) to determine the persons to whom, and the time or times at which, Incentive Options or Nonqualified Options or rights to purchase Restricted Stock shall be granted, the number of shares to be represented by each Option and the number of shares of Restricted Stock to be offered, and the consideration to be received by the Company upon the exercise of such Options or sale of such Restricted Stock; (b) to interpret the Plan; (c) to create, amend or rescind rules and regulations relating to the terms Plan; (d) to determine the terms, conditions and restrictions contained in, and the form of; Option Agreements and Stock Purchase Agreements; (e) to determine the identity or capacity of any persons who may be entitled to exercise a Participant's rights under any Option or Stock Purchase Agreement under the Plan; (f) to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option Agreement or Stock Purchase Agreement; (g) to accelerate the vesting of any Option or release or waive any repurchase rights of the Company with respect to Restricted Stock; (h) to extend the exercise date of any Option or acceptance date of any Restricted Stock; (i) to provide for rights of first refusal and/or repurchase rights in any Option Agreement or Stock Purchase Agreement; (t) to amend outstanding Option Agreements and Stock Purchase Agreements to provide for, among other things, any change or modification which the Administrator could have included in the original Agreement or in furtherance of the powers provided for herein; and (k) to make all other determinations necessary or advisable for the administration of the Plan, any limitations on delegations specified by but only to the Board, and any requirements imposed by Applicable Laws, extent not contrary to the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms express provisions of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine the terms and conditions. Any action, consistent with the Plandecision, of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration interpretation or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine the terms and conditions of an Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change determination made in Control has occurred; (viii) to establish, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted good faith by the Administrator to be effective; (xiii) to temporarily suspend in the exercisability exercise of an Award if its authority conferred upon it under the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension Plan shall be lifted in final and binding on the Company and all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13Participants.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) 3.2.1 to determine the Fair Market ValueValue of the Common Stock; (ii) to approve forms of Award Agreements for use under the Plan; (iii) 3.2.2 to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providershereunder; (iv) 3.2.3 to determine whether and to what extent Awards are granted hereunder; 3.2.4 to determine the number of Shares to be covered by each Award grantedgranted hereunder; (v) 3.2.5 to approve forms of Award Agreement for use under the Plan; 3.2.6 to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Pricegrant date, the time(s) exercise price, the time or times when Awards may be exercised or earned (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Awardthereto, based in each case on such factors as the Administrator will determine; (vi) 3.2.7 to institute and determine the terms and conditions of an Exchange Program; however, the Administrator may not institute an Exchange Program without shareholder approval; (vii) 3.2.8 to construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) 3.2.9 to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. qualifying for preferred tax treatment under foreign tax laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) 3.2.10 to interpret, modify or amend each Award (subject to Section 1916(b) of the Plan), including extending the Expiration Date and discretionary authority to extend the post-termination exercisability period of such modified or amended AwardsOptions and SARs longer than is otherwise provided for in the Plan; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) 3.2.11 to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award previously granted by the Administrator Administrator; 3.2.12 to determine the terms and restrictions applicable to Awards; 3.2.13 to allow a Participant to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be effective; (xiii) to temporarily suspend the exercisability issued upon exercise or vesting of an Award if that number of Shares having a Fair Market Value equal to the Administrator deems such suspension minimum amount required to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension withheld. The Fair Market Value of the Shares to be withheld shall be lifted in all cases not less than 10 Trading Days before determined on the last date that the Award amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash deem necessary or the delivery of Shares otherwise due to any such Participants under an Awardadvisable; and (xv) 3.2.14 to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the PlanPlan and, any limitations on delegations specified in the case of a Committee, the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) : to determine the Fair Market Value; (iiValue in accordance with Section 2(t) above, provided that such determination shall be applied consistently with respect to approve forms of Award Agreements for use Participants under the Plan; (iii) ; to select the Service Providers Employees and Consultants to whom Awards may from time to time be granted and grant Awards to such Service Providers; (iv) granted; to determine the number of Shares to be covered by each Award granted; (vAward; to approve the form(s) of agreement(s) and other related documents used under the Plan; to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award granted. Such granted hereunder, which terms and conditions may include, include but are not limited toto the exercise or purchase price, the Exercise Price, the time(s) time or times when Awards may vest and/or be exercised (which may be based on performance criteria), any the circumstances (if any) when vesting acceleration will be accelerated or waiver of forfeiture restrictionsrestrictions will be waived, and any restriction or limitation regarding any Award, Optioned Stock, or Restricted Stock; to amend any outstanding Award or agreement related to any Optioned Stock or Restricted Stock, including any amendment adjusting vesting (e.g., in connection with a change in the Shares relating terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would materially and adversely affect the rights of any Participant without his or her consent; to determine whether and under what circumstances an Award; (viOption may be settled in cash under Section 7(c)(iii) below instead of Common Stock; subject to institute Applicable Laws, to implement an Option Exchange Program and determine establish the terms and conditions of an such Option Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establish, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration Program without consent of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period holders of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf capital stock of the Company, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any documents required for an Award previously granted Participant shall be made without his or her consent; to approve addenda pursuant to Section 18 below or to grant Awards to, or to modify the terms of, any outstanding Option Agreement or Restricted Stock Purchase Agreement or any agreement related to any Optioned Stock or Restricted Stock held by Participants who are foreign nationals or employed outside of the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if United States with such terms and conditions as the Administrator deems such suspension to be necessary or appropriate for administrative purposesto accommodate differences in local law, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted tax policy or custom which deviate from the terms and conditions set forth in all cases not less than 10 Trading Days before this Plan to the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations extent necessary or appropriate under Section 13to accommodate such differences; and to construe and interpret the terms of the Plan, any Option Agreement or Restricted Stock Purchase Agreement, and any agreement related to any Optioned Stock or Restricted Stock, which constructions, interpretations and decisions shall be final and binding on all Participants.

Powers of the Administrator. Subject to the terms express provisions of the this Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion, is authorized and empowered to make any determinations and perform any actions deemed do all things necessary or advisable desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee, within the authority delegated to administer that committee or person(s)), including, without limitation, the Plan includingauthority to: (i) 3.2.1 determine eligibility and, from among those persons determined to determine be eligible, the Fair Market Value; (ii) to approve forms of Award Agreements for use particular Eligible Persons who will receive an award under the this Plan; (iii) 3.2.2 grant awards to select Eligible Persons, determine the Service Providers to whom Awards may price at which securities will be granted offered or awarded and grant Awards to such Service Providers; (iv) to determine the number of Shares securities to be covered by each Award granted; (v) offered or awarded to any of such persons, determine the terms and conditions, consistent with the Plan, of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine the other specific terms and conditions of an Exchange Programsuch awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards; 3.2.3 approve the forms of award agreements (vii) which need not be identical either as to type of award or among participants); 3.2.4 construe and interpret the this Plan and make any decisions necessary to administer agreements defining the rights and obligations of the Corporation and participants under this Plan, including but not limited to determining whether further define the terms used in this Plan, and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of this Plan or the Plan and/or obtaining taxawards granted under this Plan; 3.2.5 cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5; 3.2.6 accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-favorable treatment for Awards granted to Service Providers located outside the U.S., year term of such awards) in each case such circumstances as the Administrator may deem necessary appropriate (including, without limitation, in connection with a termination of employment or advisableservices or other events of a personal nature) subject to any required consent under Section 8.6.5; 3.2.7 adjust the number of shares subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to Sections 4 and 8.6, and provided that in no case (ixexcept due to an adjustment contemplated by Section 7 or any repricing that may be approved by shareholders) shall such an adjustment constitute a repricing (by amendment, cancellation and regrant, exchange or other means) of the per share exercise or base price of any option or stock appreciation right to interpreta price that is less than the fair market value of a share (as adjusted pursuant to Section 7) on the date of the grant of the initial award; 3.2.8 determine the date of grant of an award, modify which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award); 3.2.9 determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution or amend each Award succession of awards upon the occurrence of an event of the type described in Section 7; 3.2.10 acquire or settle (subject to Section 19)Sections 7 and 8.6) rights under awards in cash, including extending the Expiration Date and the post-termination exercisability period stock of such modified equivalent value, or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Awardother consideration; and (xv) 3.2.11 determine the fair market value of the shares or awards under this Plan from time to make any determinations necessary or appropriate under Section 13time and/or the manner in which such value will be determined.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (ia) to To determine the Fair Market Value;. (iib) to approve forms of Award Agreements for use under the Plan; (iii) to To select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers;hereunder. (ivc) to To determine the number of Shares to be covered by each Award granted;granted hereunder. (vd) to To approve forms of agreement for use under the Plan. (e) To determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award;thereto, based in each case on such factors as the Administrator will determine in its sole discretion. (vif) To reduce the exercise price of any Award to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Award shall have declined since the date the Award was granted. (g) To institute and determine the terms and conditions of an Exchange Program;. (viih) to To construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited and to determining whether establish, amend and when a Change in Control has occurred;revoke rules and regulations for its administration. (viiii) to establishTo prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable;. (ixj) to interpret, To modify or amend each Award (subject to Section 1914.13(c) of the Plan), including extending the Expiration Date and discretionary authority to extend the post-termination exercisability exercise period of such modified or amended Awards;Awards longer than is otherwise provided for in the Plan. (xk) to To allow Participants to satisfy withholding tax withholding obligations by electing to have the Corporation withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose will be made in any manner permitted by Section 16;such form and under such conditions as the Administrator may deem necessary or advisable. (xil) to delegate ministerial duties to any of the Company’s Employees; (xii) to To authorize any person to take any steps and execute, execute on behalf of the Company, Corporation any documents instrument required for to affect the grant of an Award previously granted by the Administrator to be effective;Administrator. (xiiim) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to To allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to any such Participants Participant under an Award; and. (xvn) To determine whether Awards will be settled in Shares, cash or in any combination thereof. (o) To create Other Stock Based Awards for issuance under the Plan. (p) To establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for Awards under the Plan. (q) To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (i) restrictions under an xxxxxxx xxxxxxx policy, and (ii) restrictions as to the use of a specified brokerage firm for such resales or other transfers. AND (r) To make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, Plan the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under select the Plannew Employees to whom Awards may be granted hereunder; (iii) to select determine the Service Providers number of shares of Common Stock to whom Awards may be covered by each Award granted and grant Awards to such Service Providershereunder; (iv) to determine approve forms of agreement for use under the number of Shares to be covered by each Award grantedPlan; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise or purchase price, the time(s) time or times when Awards may be exercised vested, exercised, purchased or granted (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictionsrestrictions or repurchase rights, and any restriction or limitation regarding any Award or the Shares shares of Common Stock relating to an Awardthereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vi) to institute construe and determine interpret the terms of the Plan and conditions awards granted pursuant to the Plan, including, but not limited to, a determination of an Exchange Programa Participant’s date of termination with respect to any Award granted under the Plan; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. qualifying for preferred tax treatment under foreign tax laws, easing the administration satisfying foreign securities law or achieving other foreign legal compliance objectives; (viii) to modify or amend each Award (subject to Section 15 of the Plan and/or obtaining taxPlan), including the discretionary authority to extend the post-favorable treatment termination vesting or exercisability of Awards longer than is otherwise provided for Awards granted in the Plan; (ix) to Service Providers located outside allow Participants to satisfy withholding tax obligations by electing to have the U.S., Company withhold from the Shares to be issued upon exercise of an Option or SAR or upon the vesting or earlier tax recognition of Restricted Stock or Restricted Stock Units that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an AwardAdministrator; and (xvxi) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the PlanPlan and, any limitations on delegations specified in the case of a Committee, the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue in accordance with Section 2(p) above, provided that such determination shall be applied consistently with respect to Participants under the Plan; (ii) to approve forms of Award Agreements for use under select the PlanEmployees and Consultants to whom Awards may from time to time be granted; (iii) to select determine the Service Providers number of Tokens to whom Awards may be granted and grant Awards to such Service Providerscovered by each Award; (iv) to determine approve the number form(s) of Shares to be covered by each Award grantedagreement(s) and other related documents used under the Plan; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award granted. Such granted hereunder, which terms and conditions may include, include but are not limited toto the exercise or purchase price, the Exercise Price, the time(s) time or times when Awards may vest and/or be exercised or settled (which may be based on performance criteria), any the circumstances (if any) when vesting acceleration will be accelerated or waiver of forfeiture restrictionsrestrictions will be waived, and any restriction or limitation regarding any Award Award, Optioned Token, Restricted Token or the Shares relating to an AwardRestricted Token Unit; (vi) to institute amend any outstanding Award or agreement related to any Option Token, Restricted Token or Restricted Token Unit, including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would materially and determine adversely affect the rights of any Participant without his or her consent; (vii) subject to Applicable Laws, to implement an Option Exchange Program and establish the terms and conditions of such Option Exchange Program without consent of the holders of capital stock of the Company, provided that no amendment or adjustment to an Exchange Program; (vii) to construe interpret Option that would materially and adversely affect the Plan and make rights of any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredParticipant shall be made without his or her consent; (viii) to establishapprove addenda pursuant to Section 18 below or to grant Awards to, amend and rescind rules and regulations and adopt sub-plans relating or to modify the Planterms of, including rulesany outstanding Option Agreement, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. lawsRestricted Token Purchase Agreement, easing the administration Restricted Token Unit Agreement or any agreement related to any Optioned Tokens, Restricted Token or Restricted Token Unit held by Participants who are foreign nationals or employed outside of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case United States with such terms and conditions as the Administrator may deem deems necessary or advisable;appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences; and (ix) to interpretconstrue and interpret the terms of the Plan, modify any Option Agreement, Restricted Token Purchase Agreement or amend each Award (subject to Section 19)Restricted Token Unit Agreement, including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties agreement related to any of the Company’s Employees; (xii) to authorize any person to take any steps Optioned Token, Restricted Token or Restricted Token Unit, which constructions, interpretations and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension decisions shall be lifted in final and binding on all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13Participants.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue of the Common Stock; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards Options may be granted hereunder; (iii) to determine whether and grant Awards to such Service Providerswhat extent Options are granted hereunder; (iv) to determine the number of Shares shares of Common Stock to be covered by each Award grantedOption granted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedaward granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award Option or the Shares shares of Common Stock relating to an Award; (vi) to institute and determine thereto, based in each case on such factors as the terms and conditions of an Exchange ProgramAdministrator, in its sole discretion, shall determine; (vii) to construe and interpret the terms of the Plan and make any decisions necessary awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. qualifying for preferred tax treatment under foreign tax laws, easing the administration ; (ix) to modify or amend each Option (subject to Section 14(b) of the Plan and/or obtaining taxPlan), including the discretionary authority to extend the post-favorable treatment termination exercisability period of Options longer than is otherwise provided for Awards in the Plan; (x) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; (xi) to Service Providers located outside determine the U.S., terms and restrictions applicable to Options; (xii) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective;; and (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be make all other determinations deemed necessary or appropriate advisable for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before administering the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13Plan.

Powers of the Administrator. Subject to the terms provisions of the PlanPlan and, any limitations on delegations specified in the case of a Committee, the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue in accordance with Section 2(t) above, provided that such determination shall be applied consistently with respect to Participants under the Plan; (ii) to approve forms of Award Agreements for use under select the PlanEmployees and Consultants to whom Awards may from time to time be granted; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award grantedAward; (iv) to approve the form(s) of agreement(s) and other related documents used under the Plan; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award granted. Such granted hereunder, which terms and conditions may include, include but are not limited toto the exercise or purchase price, the Exercise Price, the time(s) time or times when Awards may vest and/or be exercised (which may be based on performance criteria), any the circumstances (if any) when vesting acceleration will be accelerated or waiver of forfeiture restrictionsrestrictions will be waived, and any restriction or limitation regarding any Award Award, Optioned Stock, or the Shares relating to an AwardRestricted Stock; (vi) to institute and determine amend any outstanding Award or agreement related to any Optioned Stock or Restricted Stock, including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would materially and conditions adversely affect the rights of an Exchange Programany Participant without his or her consent; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining determine whether and when a Change under what circumstances an Option may be settled in Control has occurredcash under Section 7(c)(iii) below instead of Common Stock; (viii) subject to establishApplicable Laws, amend to implement an Option Exchange Program and rescind rules establish the terms and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes conditions of facilitating compliance with applicable non-U.S. laws, easing the administration such Option Exchange Program without consent of the Plan and/or obtaining tax-favorable treatment for Awards granted holders of Capital Stock, provided that no amendment or adjustment to Service Providers located outside an Option that would materially and adversely affect the U.S., in each case as the Administrator may deem necessary rights of any Participant shall be made without his or advisableher consent; (ix) to interpret, modify or amend each Award (subject approve addenda pursuant to Section 19)17 below or to grant Awards to, including extending or to modify the Expiration Date terms of, any outstanding Option Agreement or Restricted Stock Purchase Agreement or any agreement related to any Optioned Stock or Restricted Stock held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as the post-termination exercisability period of Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such modified or amended Awards;differences; and (x) to allow Participants to satisfy tax withholding obligations in construe and interpret the terms of the Plan, any manner permitted by Section 16; (xi) to delegate ministerial duties Option Agreement or Restricted Stock Purchase Agreement, and any agreement related to any of the Company’s Employees; (xii) to authorize any person to take any steps Optioned Stock or Restricted Stock, which constructions, interpretations and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension decisions shall be lifted in final and binding on all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13Participants.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to select the Service Providers to whom Awards may be granted hereunder; (iii) to determine the number of shares of Common Stock to be covered by each Award granted hereunder; (iv) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares shares of Common Stock relating to an Awardthereto, based in each case on such factors as the Administrator, in its sole discretion but not inconsistent with the terms of the Plan, will determine; (vi) to institute and determine the terms and conditions of any, and with the approval of the Company’s stockholders, to institute an Exchange Program; (vii) to construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 1920(c) of the Plan). Notwithstanding the previous sentence, the Administrator may not, without the approval of the Company’s stockholders: (A) modify or amend an Option or Stock Appreciation Right to reduce the exercise price of such Option or Stock Appreciation Right after it has been granted (except for adjustments made pursuant to Section 15), including extending the Expiration Date or (B) cancel any outstanding Option or Stock Appreciation Right and the post-termination exercisability period of such modified immediately replace it with a new Option or amended AwardsStock Appreciation Right with a lower exercise price; (x) to allow Participants authorize any person to satisfy tax withholding obligations in execute on behalf of the Company any manner permitted instrument required to effect the grant of an Award previously granted by Section 16the Administrator; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to any such Participants Participant under an AwardAward pursuant to such procedures as the Administrator may determine; and (xvxii) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under select the PlanService Providers to whom Options, Restricted Stock Units and Stock Purchase Rights may be granted hereunder; (iii) to select determine the Service Providers number of shares of Common Stock to whom Awards may be covered by each Option, Restricted Stock Unit and Stock Purchase Right granted and grant Awards to such Service Providershereunder; (iv) to determine approve forms of agreement for use under the number of Shares to be covered by each Award grantedPlan; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedOption, Restricted Stock Unit or Stock Purchase Right granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award Option, Restricted Stock Unit or Stock Purchase Right or the Shares shares of Common Stock relating to an Awardthereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vi) to institute and determine the terms and conditions of an Option Exchange ProgramProgram subject to shareholder approval; (vii) to construe and interpret the terms of the Plan and make any decisions necessary awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establish, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws; (ix) to modify or amend each Option, easing the administration Restricted Stock Unit or Stock Purchase Right (subject to Section 16(c) of the Plan and/or obtaining taxPlan), including the discretionary authority to extend the post-favorable treatment termination exercisability period of Options longer than is otherwise provided for Awards granted in the Plan; (x) to Service Providers located outside allow Optionees to satisfy withholding tax obligations by electing to have the U.S.Company withhold from the Shares to be issued upon exercise of an Option, Restricted Stock Unit or Stock Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties authorize any person to any execute on behalf of the Company’s EmployeesCompany any instrument required to effect the grant of an Option, Restricted Stock Unit or Stock Purchase Right previously granted by the Administrator; (xii) to authorize correct any person defect, supply any omission, or reconcile any inconsistency in the Plan, or in any Option Agreement, Restricted Stock Unit Agreement or Restricted Stock Purchase Agreement, in a manner and to take any steps the extent it shall deem necessary, all of which determinations and execute, on behalf of the Company, any documents required for an Award previously granted interpretations made by the Administrator to shall be effective;conclusive and binding on all Optionees, any other holders of Options and on their legal representatives and beneficiaries; and (xiii) except to temporarily suspend the exercisability of an Award if extent prohibited by, or impermissible in order to obtain treatment desired by the Administrator deems under, applicable law or rule, to allocate or delegate all or any portion of its powers and responsibilities to any one or more of its members or to any person(s) selected by it, subject to revocation or modification by the Administrator of such suspension to be necessary allocation or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised;delegation. (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) 3.2.1 to determine the Fair Market ValueValue of the Common Stock; (ii) to approve forms of Award Agreements for use under the Plan; (iii) 3.2.2 to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providershereunder; (iv) 3.2.3 to determine whether and to what extent Awards are granted hereunder; 3.2.4 to determine the number of Shares to be covered by each Award grantedgranted hereunder; (v) 3.2.5 to approve forms of Award Agreement for use under the Plan; 3.2.6 to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Pricegrant date, the time(s) exercise price, the time or times when Awards may be exercised or earned (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Awardthereto, based in each case on such factors as the Administrator will determine; (vi) 3.2.7 to institute and determine the terms and conditions of an Exchange Program; however, the Administrator may not institute an Exchange Program without shareholder approval; (vii) 3.2.8 to construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) 3.2.9 to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. qualifying for preferred tax treatment under foreign tax laws, easing ; 3.2.10 to modify or amend each Award (subject to the administration limitations set forth in Section 5.4.1 of the Plan and/or obtaining taxconcerning the maximum term of Options and SARs), including the discretionary authority to extend the post-favorable treatment termination exercisability period of Options and SARs longer than is otherwise provided for Awards in the Plan subject to the maximum term permitted under Section 5.4.1 of the Plan; 3.2.11 to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; 3.2.12 to Service Providers located outside determine the U.S., terms and restrictions applicable to Awards; 3.2.13 to allow a Participant to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise or vesting of an Award that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) 3.2.14 to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the PlanPlan and, any limitations on delegations specified in the case of a Committee, the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue in accordance with Section 2(t) above, provided that such determination shall be applied consistently with respect to Participants under the Plan; (ii) to approve forms of Award Agreements for use under select the PlanEmployees and Consultants to whom Awards may from time to time be granted; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award grantedAward; (iv) to approve the form(s) of agreement(s) and other related documents used under the Plan; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award granted. Such granted hereunder, which terms and conditions may include, include but are not limited toto the exercise or purchase price, the Exercise Price, the time(s) time or times when Awards may vest and/or be exercised (which may be based on performance criteria), any the circumstances (if any) when vesting acceleration will be accelerated or waiver of forfeiture restrictionsrestrictions will be waived, and any restriction or limitation regarding any Award Award, Optioned Stock, or the Shares relating to an AwardRestricted Stock; (vi) to institute and determine amend any outstanding Award or agreement related to any Optioned Stock or Restricted Stock, including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would materially and conditions adversely affect the rights of an Exchange Programany Participant without his or her consent; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining determine whether and when a Change under what circumstances an Option may be settled in Control has occurredcash under Section 7(c)(iii) below instead of Common Stock; (viii) subject to establishApplicable Laws, amend to implement an Option Exchange Program and rescind rules establish the terms and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes conditions of facilitating compliance with applicable non-U.S. laws, easing the administration such Option Exchange Program without consent of the Plan and/or obtaining tax-favorable treatment for Awards granted holders of capital stock of the Company, provided that no amendment or adjustment to Service Providers located outside an Option that would materially and adversely affect the U.S., in each case as the Administrator may deem necessary rights of any Participant shall be made without his or advisableher consent; (ix) to interpret, modify or amend each Award (subject approve addenda pursuant to Section 19)18 below or to grant Awards to, including extending or to modify the Expiration Date terms of, any outstanding Option Agreement or Restricted Stock Purchase Agreement or any agreement related to any Optioned Stock or Restricted Stock held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as the post-termination exercisability period of Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such modified or amended Awards;differences; and (x) to allow Participants to satisfy tax withholding obligations in construe and interpret the terms of the Plan, any manner permitted by Section 16; (xi) to delegate ministerial duties Option Agreement or Restricted Stock Purchase Agreement, and any agreement related to any of the Company’s Employees; (xii) to authorize any person to take any steps Optioned Stock or Restricted Stock, which constructions, interpretations and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension decisions shall be lifted in final and binding on all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13Participants.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, Plan the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards hereunder; (iii) to such Service Providersdetermine the number of shares of Common Stock to be covered by each Award granted hereunder; (iv) to determine approve forms of agreement for use under the number of Shares to be covered by each Award grantedPlan; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise or purchase price, the time(s) time or times when Awards may be exercised vested, exercised, purchased or granted (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictionsrestrictions or repurchase rights, and any restriction or limitation regarding any Award or the Shares shares of Common Stock relating to an Awardthereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vi) to institute construe and determine interpret the terms of the Plan and conditions awards granted pursuant to the Plan, including, but not limited to, a determination of an Exchange Programa Participant’s date of termination with respect to any Award granted under the Plan; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. qualifying for preferred tax treatment under foreign tax laws, easing the administration satisfying foreign securities law or achieving other foreign legal compliance objectives; (viii) to modify or amend each Award (subject to Section 16 of the Plan and/or obtaining taxPlan), including the discretionary authority to extend the post-favorable treatment termination vesting or exercisability or Offering Period of Awards longer than is otherwise provided for Awards granted in the Plan; (ix) to Service Providers located outside allow Participants to satisfy withholding tax obligations by electing to have the U.S., Company withhold from the Shares to be issued upon exercise of an Option or SAR or upon the vesting or earlier tax recognition of Restricted Stock that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an AwardAdministrator; and (xvxi) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms express provisions of the this Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion, is authorized and empowered to make any determinations and perform any actions deemed do all things necessary or advisable desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to administer one or more officers, within the Plan authority delegated to that committee or person(s)), including, without limitation, the authority to: (ia) determine eligibility and, from among those persons determined to determine be eligible, the Fair Market Value; (ii) to approve forms of Award Agreements for use particular Eligible Persons who will receive awards under the this Plan; (iiib) grant awards to select Eligible Persons, determine the Service Providers to whom Awards may price at which securities will be granted offered or awarded and grant Awards to such Service Providers; (iv) to determine the number of Shares securities to be covered by each Award granted; (v) offered or awarded to any of such persons, determine the terms and conditions, consistent with the Plan, of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine the other specific terms and conditions of an Exchange Programsuch awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards; (viic) approve the forms of award agreements (which need not be identical either as to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredtype of award or among participants); (viiid) to establishconstrue and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of this Plan or the Plan and/or obtaining taxawards granted under this Plan; (e) cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5; (f) accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-favorable treatment for Awards granted to Service Providers located outside the U.S., year term of such awards) in each case such circumstances as the Administrator may deem necessary appropriate (including, without limitation, in connection with a termination of employment or advisableservices or other events of a personal nature) subject to any required consent under Section 8.6.5; (ixg) adjust the number of shares of Common Stock subject to interpretany award, modify adjust the price of any or amend all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each Award case subject to compliance with applicable stock exchange requirements, Sections 4 and 8.6 and the applicable requirements of Code Section 162(m) and treasury regulations thereunder with respect to awards that are intended to satisfy the requirements for performance-based compensation under Section 162(m), and provided that in no case (except due to an adjustment contemplated by Section 7 or any repricing that may be approved by stockholders) shall such an adjustment constitute a repricing (by amendment, cancellation and regrant, exchange or other means) of the per share exercise or base price of any stock option or stock appreciation right or other award granted under this Plan, and further provided that any adjustment or change in terms made pursuant to this Section 3.2(g) shall be made in a manner that, in the good faith determination of the Administrator will not likely result in the imposition of additional taxes or interest under Section 409A of the Code; (h) determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award); (i) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution, acceleration or succession of awards upon the occurrence of an event of the type described in Section 7; (j) acquire or settle (subject to Section 19)Sections 7 and 8.6) rights under awards in cash, including extending the Expiration Date and the post-termination exercisability period stock of such modified equivalent value, or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Awardother consideration; and (xvk) determine the Fair Market Value (as defined in Section 5.6) of the Common Stock or awards under this Plan from time to make any determinations necessary or appropriate under Section 13time and/or the manner in which such value will be determined.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue of the Common Stock; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards Options may be granted hereunder; (iii) to determine whether and grant Awards to such Service Providerswhat extent Options are granted hereunder; (iv) to determine the number of Shares shares of Common Stock to be covered by each Award grantedOption granted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedaward granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award Option or the Shares shares of Common Stock relating to an Award; (vi) to institute and determine thereto, based in each case on such factors as the terms and conditions of an Exchange ProgramAdministrator, in its sole discretion, shall determine; (vii) to construe interpret reduce the Plan and make exercise price of any decisions necessary Option to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredthen current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted; (viii) to establishinstitute an Option Exchange Program; (ix) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan; (x) to prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. qualifying for preferred tax treatment under foreign tax laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ixxi) to interpret, modify or amend each Award Option (subject to Section 1914(b) of the Plan), including extending the Expiration Date and discretionary authority to extend the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations Options longer than is otherwise provided for in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s EmployeesPlan; (xii) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award Option previously granted by the Administrator to be effectiveAdministrator; (xiii) to temporarily suspend determine the exercisability of an Award if the Administrator deems such suspension terms and restrictions applicable to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercisedOptions; (xiv) to allow Participants Optionees to defer satisfy withholding tax obligations by electing to have the receipt Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the payment Shares to be withheld shall be determined on the date that the amount of cash tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or the delivery of Shares otherwise due to any such Participants under an Awardadvisable; and (xv) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue in accordance with Section 2(t) of the Plan; (ii) to select the Service Providers to whom Awards may be granted hereunder; (iii) to determine the number of Shares to be covered by each Award granted hereunder; (iv) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award granted. Such granted hereunder; such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteriaPerformance Goals), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Awardthereto, based in each case on such factors as the Administrator will determine; (vi) to institute and determine the terms and conditions of an Exchange Program; provided however, that the Administrator shall not implement an Exchange Program without the approval of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at any annual or special meeting of the Company’s stockholders; (vii) to construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement; (ix) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and sub-plans established for the purposes purpose of facilitating compliance with satisfying non-U.S. Applicable Laws, for qualifying for favorable tax treatment under applicable non-U.S. laws, easing the administration Applicable Laws or facilitating compliance with non-U.S. Applicable Laws (sub-plans may be created for any of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisablethese purposes); (ixx) to interpret, modify or amend each Award (subject to Section 1922 of the Plan), including extending but not limited to the Expiration Date and discretionary authority to extend the post-termination exercisability period of such modified or amended Awards, to accelerate vesting and to extend the maximum term of an Option (subject to Section 6(b) of the Plan regarding Incentive Stock Options); (xxi) adjust Performance Goals to take into account changes in Applicable Laws or in accounting or tax rules, or such other extraordinary, unforeseeable, nonrecurring or infrequently occurring events or circumstances as the Administrator deems necessary or appropriate to avoid windfalls or hardships; (xii) to allow Participants to satisfy tax withholding obligations in any such manner permitted by as prescribed in Section 1616 of the Plan; (xi) to delegate ministerial duties to any of the Company’s Employees; (xiixiii) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercisedAdministrator; (xiv) to allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to any such Participants Participant under an Award; and (xv) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the PlanPlan and, any limitations on delegations specified in the case of a Committee, the specific duties delegated by the BoardBoard to such Committee, and subject to the approval of any requirements imposed by Applicable Lawsrelevant authorities, the Administrator will shall have the authority, authority in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards Options may from time to time be granted and grant Awards to such Service Providershereunder; (iviii) to determine the number of Shares to be covered by each Award grantedsuch Option granted hereunder; (iv) to approve forms of agreement for use under the Plan; (v) to determine the terms and conditions, consistent with the Plan, conditions of any Award grantedOption granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award Option or the Shares Common Stock relating to an Awardthereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vi) to institute and determine the terms and conditions of an Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws, easing ; (vii) to allow Optionees to satisfy withholding tax obligations by electing to have the administration Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Plan and/or obtaining tax-favorable treatment Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for Awards granted to Service Providers located outside the U.S., this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xvviii) to make any determinations necessary or appropriate under Section 13construe and interpret the terms of the Plan and Options granted pursuant to the Plan.

Powers of the Administrator. Subject to Applicable Laws and the terms provisions of the PlanPlan (including any other powers given to the Administrator hereunder), any limitations on delegations specified and except as otherwise provided by the Board, and any requirements imposed by Applicable Laws, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine select the Fair Market ValueEmployees, Directors and Consultants to whom Awards may be granted from time to time hereunder; (ii) to determine whether and to what extent Awards are granted hereunder; (iii) to determine the type and the number of Awards to be granted, the number of Shares and the amount of consideration to be covered by each Award granted hereunder; (iv) to approve forms of Award Agreements for use under the Plan; (iii) , to select amend terms of the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award grantedAgreements; (v) to determine or alter the terms and conditions, consistent with the Plan, conditions of any Award granted. Such terms granted hereunder (including without limitation the vesting schedule and conditions may include, but are not limited to, exercise price set forth in the Exercise Price, Notice of Stock Option Award and the time(s) when Awards may be exercised (which may be based on performance criteriaAward Agreements), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine amend the terms and conditions of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the Grantee’s rights under an Exchange Programoutstanding Award in material aspects shall not be made without the Grantee’s written consent; (vii) to construe and interpret the terms of the Plan and make Awards, including without limitation, any decisions necessary notice of award or Award Agreement, granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establish, prescribe, amend and rescind rules and regulations and adopt sub-plans terms of or relating to the Plan, including rules, regulations rules and terms relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws or for qualifying for favorable tax treatment under applicable foreign laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending determine the Expiration Date and the post-termination exercisability period of such modified or amended AwardsFair Market Value; (x) to allow Participants execute on behalf of the Company any instrument required to satisfy tax withholding obligations in any manner permitted by Section 16effect the grant of an Award; (xi) to delegate ministerial duties require a Grantee to provide representation or evidence that any currency used to pay the exercise price of any Award was legally acquired and taken out of the Company’s Employeesjurisdiction in which the Grantee resides in accordance with the Applicable Laws; (xii) to authorize correct any person to take defect, omission or inconsistency in the Plan or any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective;Agreement; and (xiii) to temporarily suspend take such other action, not inconsistent with the exercisability terms of an Award if the Plan and the Applicable Laws, as the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13appropriate.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (ia) to To determine the Fair Market Value; (iib) to approve forms of Award Agreements for use under the Plan; (iii) to To select the Service Providers to whom Awards may be granted and grant Awards to such Service Providershereunder; (ivc) to To determine the number of Shares to be covered by each Award grantedgranted hereunder; (vd) to To approve forms of agreement for use under the Plan; (e) To determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Awardthereto, based in each case on such factors as the Administrator will determine in its sole discretion; (vif) Subject to shareholder approval, to reduce the exercise price of any Award to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Award shall have declined since the date the Award was granted. (g) To institute and determine the terms and conditions of an Exchange Program; (viih) to To construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited and to determining whether establish, amend and when a Change in Control has occurredrevoke rules and regulations for its administration; (viiii) to establishTo prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and sub-plans relating to subplans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws, easing the administration ; (j) To modify or amend each Award (subject to Section 14.13(c) of the Plan and/or obtaining taxPlan), including the discretionary authority to extend the post-favorable treatment termination exercise period of Awards longer than is otherwise provided for Awards granted in the Plan; (k) To allow Participants to Service Providers located outside satisfy withholding tax obligations by electing to have the U.S., Corporation withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose will be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ixl) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to To authorize any person to take any steps and execute, execute on behalf of the Company, Corporation any documents instrument required for to affect the grant of an Award previously granted by the Administrator to be effectiveAdministrator; (xiiim) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to To allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to any such Participants Participant under an Award; (n) To determine whether Awards will be settled in Shares, cash or in any combination thereof; (o) To create Other Stock Based Awards for issuance under the Plan; (p) To establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for Awards under the Plan; (q) To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (i) restrictions under an xxxxxxx xxxxxxx policy, and (ii) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and (xv) to make any determinations necessary or appropriate under Section 13

Powers of the Administrator. Subject to the terms provisions of the PlanPlan and, any limitations on delegations specified in the case of a Committee, the specific duties delegated by the BoardBoard to such Committee, and subject to the approval of any requirements imposed by Applicable Lawsrelevant authorities, including the approval, if required, of any stock exchange upon which the Common Stock is listed, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue of the Common Stock, in accordance with Section 2(k) of the Plan; (ii) to approve forms of Award Agreements for use under select the PlanConsultants and Employees to whom Options may from time to time be granted hereunder; (iii) to select the Service Providers determine whether and to whom Awards may be what extent Options are granted and grant Awards to such Service Providershereunder; (iv) to determine the number of Shares shares of Common Stock to be covered by each Award grantedsuch award granted hereunder; (v) to approve forms of agreement for use under the Plan, which forms may differ with respect to individual optionees; (vi) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedaward granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award Option or the Shares relating to an Award; (vi) to institute and determine thereto, based in each case on such factors as the terms and conditions of an Exchange ProgramAdministrator, in its sole discretion, shall determine; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining determine whether and when a Change under what circumstances an Option may be settled in Control has occurredcash under subsection 9(f) instead of Common Stock; (viii) to establish, amend and rescind rules and regulations and adopt sub-plans relating reduce the exercise price of any Option to the Plan, including rules, regulations and sub-plans for then current Fair Market Value if the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration Fair Market Value of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside Common Stock covered by such Option has declined since the U.S., in each case as date the Administrator may deem necessary or advisableOption was granted; (ix) to interpretprovide for the early exercise of Options for the purchase of unvested Shares, modify or amend each Award (subject to Section 19), including extending such terms and conditions as the Expiration Date and the post-termination exercisability period of such modified or amended Awards;Administrator may determine; and (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any construe and interpret the terms of the Company’s Employees; (xii) Plan and awards granted pursuant to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13Plan.

Powers of the Administrator. Subject to the terms provisions of the PlanPlan and, any limitations on delegations specified by in the Boardcase of a Committee or delegates acting as the Administrator, and any requirements imposed by Applicable Lawssubject to the specific duties delegated to such Committee or delegates, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine select the Fair Market ValueService Providers of the Company or its Affiliates to whom Awards are to be granted hereunder; (ii) to determine the number of shares of Common Stock to be covered by each Award granted hereunder; (iii) to determine the type of Award to be granted to the selected Service Provider; (iv) to approve the forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine the terms and conditions, consistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited toinclude the exercise or purchase price, the Exercise Price, the time(s) time or times when Awards an Award may be exercised (which may or may not be based on performance criteria), the vesting schedule, any vesting or exercisability acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, the term, and any restriction or limitation regarding any Award or the Shares relating to thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine and may be established at the time an AwardAward is granted or thereafter; (vi) to institute and determine the terms and conditions of an Exchange Programcorrect administrative errors; (vii) to construe and interpret the terms of the Plan (including sub-plans and make any decisions necessary Plan addenda) and Awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishadopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures, and handling of stock certificates that vary with local requirements; and (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws, regulations and practice; (ix) to prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of the and Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awardsaddenda; (x) to allow Participants modify or amend each Award, including the acceleration of vesting, exercisability, or both; provided, however, that any modification or amendment of an Award is subject to satisfy tax withholding obligations in Section 16 of the Plan and may not materially impair any manner permitted outstanding Award unless agreed to by Section 16the Participant; (xi) to delegate ministerial duties allow Participants to any satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued pursuant to an Award that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Company’s EmployeesShares to be withheld shall be determined in such manner and on such date that the Administrator shall determine or, in the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may provide; (xii) to authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights, or other stock awards held by service providers of an entity acquired by the Company (the “Conversion Awards”). Any conversion or substitution shall be effective as of the close of the merger or acquisition. The Conversion Awards may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator, with respect to options granted by the acquired entity. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Awards shall have the same terms and conditions as Awards generally granted by the Company under the Plan; (xiii) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercisedAdministrator; (xiv) to allow Participants determine whether Awards will be settled in Shares, cash, or in any combination thereof; (xv) to defer determine whether to provide for the receipt right to receive dividends or dividend equivalents; (xvi) to establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for Awards under the Plan; (xvii) to impose such restrictions, conditions, or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including (A) restrictions under an xxxxxxx xxxxxxx policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; (xviii) to provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof, a right, either in tandem with the other rights under the Award or as an alternative thereto, of the Participant to receive, without payment to the Company, a number of cash Shares, cash, or a combination of both, the delivery amount of Shares otherwise due which is determined by reference to any such Participants under an the value of the Award; and (xvxix) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan and any Award granted hereunder.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified --------------------------- and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue of the Common Stock; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards Options may be granted hereunder; (iii) to determine whether and grant Awards to such Service Providerswhat extent Options are granted hereunder; (iv) to determine the number of Shares shares of Common Stock to be covered by each Award grantedOption granted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedaward granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award Option or the Shares shares of Common Stock relating to an Award; (vi) to institute and determine thereto, based in each case on such factors as the terms and conditions of an Exchange ProgramAdministrator, in its sole discretion, shall determine; (vii) to construe interpret reduce the Plan and make exercise price of any decisions necessary Option to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredthen current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted; (viii) to establishinstitute an Option Exchange Program; (ix) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan; (x) to prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. qualifying for preferred tax treatment under foreign tax laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ixxi) to interpret, modify or amend each Award Option (subject to Section 1914(b) of the Plan), including extending the Expiration Date and discretionary authority to extend the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations Options longer than is otherwise provided for in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s EmployeesPlan; (xii) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award Option previously granted by the Administrator to be effectiveAdministrator; (xiii) to temporarily suspend determine the exercisability of an Award if the Administrator deems such suspension terms and restrictions applicable to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercisedOptions; (xiv) to allow Participants Optionees to defer satisfy withholding tax obligations by electing to have the receipt Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the payment Shares to be withheld shall be determined on the date that the amount of cash tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or the delivery of Shares otherwise due to any such Participants under an Awardadvisable; and (xv) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (ia) to To determine the Fair Market Value;. (iib) to approve forms of Award Agreements for use under the Plan; (iii) to To select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers;hereunder. (ivc) to To determine the number of Shares to be covered by each Award granted;granted hereunder. (vd) to To approve forms of agreement for use under the Plan. (e) To determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award;thereto, based in each case on such factors as the Administrator will determine in its sole discretion. (vif) To reduce the exercise price of any Award to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Award shall have declined since the date the Award was granted. (g) To institute and determine the terms and conditions of an Exchange Program;. (viih) to To construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited and to determining whether establish, amend and when a Change in Control has occurred;revoke rules and regulations for its administration. (viiii) to establishTo prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable;. (ixj) to interpret, To modify or amend each Award (subject to Section 1914.13(c) of the Plan), including extending the Expiration Date and discretionary authority to extend the post-termination exercisability exercise period of such modified or amended Awards;Awards longer than is otherwise provided for in the Plan. (xk) to To allow Participants to satisfy withholding tax withholding obligations by electing to have the Corporation withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose will be made in any manner permitted by Section 16;such form and under such conditions as the Administrator may deem necessary or advisable. (xil) to delegate ministerial duties to any of the Company’s Employees; (xii) to To authorize any person to take any steps and execute, execute on behalf of the Company, Corporation any documents instrument required for to affect the grant of an Award previously granted by the Administrator to be effective;Administrator. (xiiim) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to To allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to any such Participants Participant under an Award; and. (xvn) To determine whether Awards will be settled in Shares, cash or in any combination thereof. (o) To create Other Stock Based Awards for issuance under the Plan. (p) To establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for Awards under the Plan. (q) To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (i) restrictions under an ixxxxxx xxxxxxx policy, and (ii) restrictions as to the use of a specified brokerage firm for such resales or other transfers. AND (r) To make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue of the Common Stock, in accordance with Section 2(m) of the Plan; (ii) to approve forms of Award Agreements for use under select the PlanEligible Participants to whom Options may be granted hereunder; (iii) to select the Service Providers determine whether and to whom Awards may be what extent Options are granted and grant Awards to such Service Providershereunder; (iv) to determine the number of Shares shares of Common Stock to be covered by each Award grantedOption granted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedaward granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, any right to repurchase Option Shares by the Company, and any restriction or limitation regarding any Award Option or the Shares shares of Common Stock relating to an Award; (vi) to institute and determine thereto, based in each case on such factors as the terms and conditions of an Exchange ProgramAdministrator, in its sole discretion, shall determine; (vii) to construe interpret reduce the Plan and make exercise price of any decisions necessary Option to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredthen current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted; (viii) to establishconstrue and interpret the terms of the Plan and awards granted pursuant to the Plan; (ix) to prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. qualifying for preferred tax treatment under foreign tax laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ixx) to interpret, modify or amend each Award Option (subject to Section 1914(c) of the Plan), including extending the Expiration Date and discretionary authority to extend the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations Options longer than is otherwise provided for in any manner permitted by Section 16the Plan; (xi) to delegate ministerial duties authorize any person to any execute on behalf of the Company’s EmployeesCompany any instrument required to effect the grant of an Option previously granted by the Administrator; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for institute an Award previously granted by the Administrator to be effectiveOption Exchange Program; (xiii) to temporarily suspend determine the exercisability of an Award if the Administrator deems such suspension terms and restrictions applicable to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised;Options; and (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (ia) to determine the Fair Market Value; (iib) to select the Service Providers to whom Awards may be granted hereunder; (c) to determine the number of Shares or dollar amounts to be covered by each Award granted hereunder; (d) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (ve) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; thereto (vi) to institute and determine the terms and conditions of an Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishto, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend suspending the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by purposes or to comply with Applicable Laws, provided that such suspension shall must be lifted prior to the expiration of the maximum term and post-termination exercisability period of an Award), based in all cases not less than 10 Trading Days before each case on such factors as the last date that the Award may be exercisedAdministrator will determine; (xivf) to institute and determine the terms and conditions of an Exchange Program, including, subject to Section 20.3, to unilaterally implement an Exchange Program without the consent of the applicable Award holder; (g) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; (h) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of facilitating compliance with applicable non‑U.S. laws, easing the administration of the Plan and/or for qualifying for favorable tax treatment under applicable non‑U.S. laws, in each case as the Administrator may deem necessary or advisable; (i) to modify or amend each Award (subject to Section 20.3), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option or Stock Appreciation Right (subject to Sections 6.4 and 7.5); (j) to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 16; (k) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; (l) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to any such Participants Participant under an Award; and (xvm) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the PlanOption --------------------------- Agreement, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under select the PlanService Provider to whom the Option may be granted hereunder; (iii) to select determine the Service Providers number of shares of Common Stock to whom Awards may be covered by the Option granted and grant Awards to such Service Providershereunder; (iv) to determine approve forms of agreement for use under the number of Shares to be covered by each Award grantedOption Agreement; (v) to determine the terms and conditions, consistent not inconsistent with the Planterms of the Option Agreement, of any Award grantedOption granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) date of grant, the time or times when Awards the Option may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award the Option or the Shares shares of Common Stock relating to an Awardthereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vi) to institute and determine reduce the terms and conditions exercise price of an Exchange Programthe Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredinstitute an Option Exchange Program; (viii) to establishconstrue and interpret the terms of the Option granted pursuant to the Option Agreement; (ix) to prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the PlanOption Agreement; (x) to modify or amend the Option (subject to the terms of the Option Agreement), including rules, regulations and subthe discretionary authority to extend the post-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration termination exercisability period of the Plan and/or obtaining tax-favorable treatment Option longer than is otherwise provided for Awards granted in the Option Agreement; (xi) to Service Providers located outside allow Optionee to satisfy withholding tax obligations by electing to have the U.S., Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. An election by Optionee to have Shares withheld for this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award Option previously granted by the Administrator to be effectiveAdministrator; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be make all other determinations deemed necessary or appropriate advisable for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before administering the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13Option Agreement.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan includingdiscre­tion: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under select the PlanService Providers to whom Options, Restricted Stock Units and Stock Purchase Rights may be granted hereunder; (iii) to select determine the Service Providers number of shares of Common Stock to whom Awards may be covered by each Option, Restricted Stock Unit and Stock Purchase Right granted and grant Awards to such Service Providershereunder; (iv) to determine approve forms of agreement for use under the number of Shares to be covered by each Award grantedPlan; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedOption, Restricted Stock Unit or Stock Purchase Right granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award Option, Restricted Stock Unit or Stock Purchase Right or the Shares shares of Common Stock relating to an Awardthereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vi) to institute and determine the terms and conditions of an Option Exchange ProgramProgram subject to shareholder approval; (vii) to construe and interpret the terms of the Plan and make any decisions necessary awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establish, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws; (ix) to modify or amend each Option, easing the administration Restricted Stock Unit or Stock Purchase Right (subject to Section 16(c) of the Plan and/or obtaining taxPlan), including the discretionary authority to extend the post-favorable treatment termination exercisability period of Options longer than is otherwise provided for Awards granted in the Plan; (x) to Service Providers located outside allow Optionees to satisfy withholding tax obligations by electing to have the U.S.Company withhold from the Shares to be issued upon exercise of an Option, Restricted Stock Unit or Stock Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties authorize any person to any execute on behalf of the Company’s EmployeesCompany any instrument required to effect the grant of an Option, Restricted Stock Unit or Stock Purchase Right previously granted by the Administrator; (xii) to authorize correct any person defect, supply any omission, or reconcile any inconsistency in the Plan, or in any Option Agreement, Restricted Stock Unit Agreement or Restricted Stock Purchase Agreement, in a manner and to take any steps the extent it shall deem necessary, all of which determinations and execute, on behalf of the Company, any documents required for an Award previously granted interpretations made by the Administrator to shall be effective;conclusive and binding on all Optionees, any other holders of Options and on their legal representatives and beneficiaries; and (xiii) except to temporarily suspend the exercisability of an Award if extent prohibited by, or impermissible in order to obtain treatment desired by the Administrator deems under, applicable law or rule, to allocate or delegate all or any portion of its powers and responsibilities to any one or more of its members or to any person(s) selected by it, subject to revocation or modification by the Administrator of such suspension to be necessary allocation or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised;delegation. (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms express provisions of the this Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion, is authorized and empowered to make any determinations and perform any actions deemed do all things necessary or advisable desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to administer one or more officers, within the Plan authority delegated to that committee or person(s)), including, without limitation, the authority to: (ia) determine eligibility and, from among those persons determined to determine be eligible, the Fair Market Value; (ii) to approve forms of Award Agreements for use particular Eligible Persons who will receive an award under the this Plan; (iiib) grant awards to select Eligible Persons, determine the Service Providers to whom Awards may price at which securities will be granted offered or awarded and grant Awards to such Service Providers; (iv) to determine the number of Shares securities to be covered by each Award granted; (v) offered or awarded to any of such persons, determine the terms and conditions, consistent with the Plan, of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine the other specific terms and conditions of an Exchange Programsuch awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards; (viic) approve the forms of award agreements (which need not be identical either as to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredtype of award or among participants); (viiid) to establishconstrue and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries and Affiliates, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of this Plan or the Plan and/or obtaining taxawards granted under this Plan; (e) cancel, modify, or waive the Corporation's rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5; (f) accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-favorable treatment for Awards granted to Service Providers located outside the U.S., year term of such awards) in each case such circumstances as the Administrator may deem necessary appropriate (including, without limitation, in connection with a termination of employment or advisableservices or other events of a personal nature) subject to any required consent under Section 8.6.5; (ixg) adjust the number of shares of Common Stock subject to interpretany award, modify adjust the price of any or amend all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each Award case subject to Sections 4 and 8.6, and provided that in no case (except due to an adjustment contemplated by Section 7 or any repricing that may be approved by stockholders) shall such an adjustment constitute a repricing (by amendment, cancellation and regrant, exchange or other means) of the per share exercise or base price of any option or stock appreciation right; (h) determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator's action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award); (i) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7; (j) acquire or settle (subject to Section 19)Sections 7 and 8.6) rights under awards in cash, including extending the Expiration Date and the post-termination exercisability period stock of such modified equivalent value, or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Awardother consideration; and (xvk) determine the fair market value of the Common Stock or awards under this Plan from time to make any determinations necessary or appropriate under Section 13time and/or the manner in which such value will be determined.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to select the Service Providers to whom Awards may be granted hereunder; (iii) to determine the number of Shares to be covered by each Award granted hereunder; (iv) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award granted. Such terms and conditions may includegranted hereunder, including, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), the inclusion of any provision providing for vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Awardthereto, based in each case on such factors as the Administrator will determine; (vi) to institute and determine the terms and conditions of any, and to institute any Exchange Program, provided that the Administrator shall not implement an Exchange ProgramProgram without the approval of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at any Annual or Special Meeting of Stockholders of the Company; (vii) to construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 1934(c) of the Plan), including extending but not limited to the Expiration Date and discretionary authority to extend the post-termination exercisability period of such modified Awards, to extend the maximum term of an Option (subject to Section 6(d) regarding Incentive Stock Options), and to accelerate vesting or amended Awardswaive a forfeiture restriction with respect to any Award; (x) to allow Participants to satisfy withholding tax withholding obligations in any such manner permitted by as prescribed in Section 1620; (xi) to delegate ministerial duties authorize any person to any execute on behalf of the Company’s EmployeesCompany any instrument required to effect the grant of an Award previously granted by the Administrator; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to any such Participants Participant under an AwardAward pursuant to such procedures as the Administrator may determine, subject to Section 19; and (xvxiii) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms express provisions of the this Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion, is authorized and empowered to make any determinations and perform any actions deemed do all things necessary or advisable desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to administer one or more officers, within the Plan authority delegated to that committee or person(s)), including, without limitation, the authority to: (ia) determine eligibility and, from among those persons determined to determine be eligible, the Fair Market Value; (ii) to approve forms of Award Agreements for use particular Eligible Persons who will receive awards under the this Plan; (iiib) grant awards to select Eligible Persons, determine the Service Providers to whom Awards may price at which securities will be granted offered or awarded and grant Awards to such Service Providers; (iv) to determine the number of Shares securities to be covered by each Award granted; (v) offered or awarded to any of such persons, determine the terms and conditions, consistent with the Plan, of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine the other specific terms and conditions of an Exchange Programsuch awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards; (viic) approve the forms of award agreements (which need not be identical either as to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredtype of award or among participants); (viiid) to establishconstrue and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of this Plan or the Plan and/or obtaining taxawards granted under this Plan; (e) cancel, modify, or waive the Corporation's rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5; (f) accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-favorable treatment for Awards granted to Service Providers located outside the U.S., year term of such awards) in each case such circumstances as the Administrator may deem necessary appropriate (including, without limitation, in connection with a termination of employment or advisableservices or other events of a personal nature) subject to any required consent under Section 8.6.5; (ixg) adjust the number of shares of Common Stock subject to interpretany award, modify adjust the price of any or amend all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each Award case subject to compliance with applicable stock exchange requirements, Sections 4 and 8.6 and the applicable requirements of Code Section 162(m) and treasury regulations thereunder with respect to awards that are intended to satisfy the requirements for performance-based compensation under Section 162(m), and provided that in no case (except due to an adjustment contemplated by Section 7 or any repricing that may be approved by stockholders) shall such an adjustment constitute a repricing (by amendment, cancellation and regrant, exchange or other means) of the per share exercise or base price of any stock option or stock appreciation right or other award granted under this Plan, and further provided that any adjustment or change in terms made pursuant to this Section 3.2(g) shall be made in a manner that, in the good faith determination of the Administrator will not likely result in the imposition of additional taxes or interest under Section 409A of the Code; (h) determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator's action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award); (i) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution, acceleration or succession of awards upon the occurrence of an event of the type described in Section 7; (j) acquire or settle (subject to Section 19)Sections 7 and 8.6) rights under awards in cash, including extending the Expiration Date and the post-termination exercisability period stock of such modified equivalent value, or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Awardother consideration; and (xvk) determine the Fair Market Value (as defined in Section 5.6) of the Common Stock or awards under this Plan from time to make any determinations necessary or appropriate under Section 13time and/or the manner in which such value will be determined.

Powers of the Administrator. Subject to the terms express provisions of the this Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion, is authorized and empowered to make any determinations and perform any actions do all things deemed necessary or advisable desirable in connection with the authorization of Awards and the administration of this Plan (in the case of a delegation to administer a Committee or one or more officers, within the Plan authority delegated to that Committee or person(s)), including: (i) , without limitation, the authority to: a. determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive Awards under this Plan; x. xxxxx Awards to Eligible Persons, determine the Fair Market Value; type of Awards to be granted, the price at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such Awards consistent with the express limits of this Plan, establish the installments (iiif any) to in which such Awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such Awards; c. approve the forms of Award Agreements for use (which need not be identical either as to type of Award or among Participants); d. construe and interpret this Plan and any Award Agreements defining the rights and obligations of the Company, its Subsidiaries, and Participants under the this Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine , further define the terms and conditions, consistent with the used in this Plan, of any Award granted. Such terms and conditions may includeprescribe, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine the terms and conditions of an Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establish, 6 amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of this Plan or the Plan and/or obtaining tax-favorable treatment for Awards granted under this Plan; e. ca�ce�, ��dif�, �� �ai�e �he C���a���� �igh�� �i�h �e��ec� ��, �� ��dif�, discontinue, suspend, or terminate any or all outstanding Awards, subject to Service Providers located outside any required consent under Section 10.5.5; f. extend the U.S.vesting or exercisability or extend the term of any or all outstanding Awards (in the case of Options or Stock Appreciation Rights, within the maximum ten (10)-year term of such Awards) in each case such circumstances as the Administrator may deem necessary appropriate (including, without limitation, in connection with a termination of employment or advisable; services or other events of a personal nature) subject to any required consent under Section 10.5.5; g. adjust the number of shares of Common Stock subject to any Award, adjust the price of any or all outstanding Awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to compliance with applicable stock exchange requirements, Sections 4 and 10.5.5, and provided that in no case (ixexcept due to an adjustment contemplated by Section 8) shall the terms of any outstanding Awards be amended (by amendment, cancellation and regrant, or other means) to interpretreduce the per share exercise or base price of any outstanding Option or Stock Appreciation Right or other Award granted under this Plan, modify or amend each be exchanged for cash, other Award (subject to Section 19), including extending or Option or Stock Appreciation Right with an exercise price that is less than the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any per share exercise price of the Company’s Employees; (xii) original Option or Stock Appreciation Right, without stockholder approval, and further provided that any adjustment or change in terms made pursuant to authorize any person to take any steps and executethis Section 1.1g shall be made in a manner that, on behalf in the good faith determination of the CompanyAdministrator will not likely result in the imposition of additional taxes or interest under Section 409A; h. determine the date of grant of an Award, any documents required for an Award previously granted which may be a designated date af�e� b�� ��� bef��e �he da�e �f �he Ad�i�i���a����� ac�i�� (���e�� otherwise designated by the Administrator to be effective; (xiii) to temporarily suspend Administrator, the exercisability date of grant of an Award if shall be the date upon which the Administrator deems such suspension took the action granting an Award); i. determine whether, and the extent to be necessary which, adjustments are required pursuant to Section 8 hereof and authorize the termination, conversion, substitution, acceleration or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before succession of Awards upon the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt occurrence of an event of the payment type described in Section 8; j. acquire or settle rights under Awards in cash, stock of cash equivalent value, or other consideration, subject to the delivery provision of Shares otherwise due to any such Participants under an Awardthe Plan; and (xv) to make any determinations necessary or appropriate under Section 13and 7

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value, in accordance with Section 2 (q) hereof; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award grantedSubstitute Option granted hereunder in accordance with the provisions of the Merger Agreement; (viii) to approve forms of agreement and other documents for use under the Plan; (iv) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(sSubstitute Option granted hereunder; (v) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to institute an AwardOption Exchange Program; (vi) to institute construe and determine interpret the terms of the Plan and conditions of an Exchange Programawards granted pursuant to the Plan; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. laws, easing qualifying for preferred tax treatment under tax laws of jurisdictions other than in the administration United States; (viii) to modify or amend each Substitute Option (subject to Section 14(c) of the Plan and/or obtaining taxPlan), including the discretionary authority to extend the post-favorable treatment termination exercisability period of Substitute Options longer than is otherwise provided for Awards granted in the Plan; (ix) to Service Providers located outside the U.S.extent permitted under Applicable Law, to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares or ADSs to be issued upon exercise of a Substitute Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for an Award to effect the grant of a Substitute Option previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an AwardAdministrator; and (xvxi) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified by the Board, Plan and any requirements imposed by Applicable LawsLaw, the Administrator (or its delegate) will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value;Value; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers;hereunder; (iviii) to determine the number of Shares to be covered by each Award granted;granted hereunder; (iv) to approve forms of Award Agreements for use under the Plan; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award;thereto, based in each case on such factors as the Administrator will determine; (vi) to institute construe and determine interpret the terms of the Plan and conditions of an Exchange Program;Awards granted pursuant to the Plan; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. laws, easing the administration of the Plan and/or obtaining taxlaws or for qualifying for favorable tax treatment under applicable non-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable;U.S. laws; (ixviii) to interpret, modify or amend each Award (subject to Section 1921 of the Plan), including extending but not limited to the Expiration Date and discretionary authority to extend the post-termination exercisability period of such modified or amended Awards;Awards and to extend the maximum term of an Option (subject to Section 6(b) of the Plan regarding Incentive Stock Options); (xix) to allow Participants to satisfy tax withholding obligations in any such manner permitted by as prescribed in Section 16;16 of the Plan; (xi) to delegate ministerial duties to any of the Company’s Employees; (xiix) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award previously granted by the Administrator to be effective;Administrator; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xivxi) to allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to any such Participants Participant under an Award; Award; (xii) to determine the timing and characterization or reason for a Participant’s termination of employment or service with the Company; and (xvxiii) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue of the Common Stock, in accordance with Section 2(l) of the Plan; (ii) to approve forms of Award Agreements for use under select the PlanConsultants and Employees to whom Options may be granted hereunder; (iii) to select the Service Providers determine whether and to whom Awards may be what extent Options are granted and grant Awards to such Service Providershereunder; (iv) to determine the number of Shares shares of Common Stock to be covered by each Award grantedOption granted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedaward granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award Option or the Shares shares of Common Stock relating to an Award; (vi) to institute and determine thereto, based in each case on such factors as the terms and conditions of an Exchange ProgramAdministrator, in its sole discretion, shall determine; (vii) to construe and interpret the terms of the Plan and make any decisions necessary awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. qualifying for preferred tax treatment under foreign tax laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award Option (subject to Section 1914(b) of the Plan), including extending the Expiration Date and discretionary authority to extend the post-termination exercisability period of such modified or amended AwardsOptions longer than is otherwise provided for in the Plan; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (ia) to To determine the Fair Market Value; (iib) to approve forms of Award Agreements for use under the Plan; (iii) to To select the Service Providers to whom Awards may be granted and grant Awards to such Service Providershereunder; (ivc) to To determine the number of Shares to be covered by each Award grantedgranted hereunder; (vd) to To approve forms of agreement for use under the Plan; (e) To determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Awardthereto, based in each case on such factors as the Administrator will determine in its sole discretion; (vif) Subject to shareholder approval, to reduce the exercise price of any Award to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Award shall have declined since the date the Award was granted; (g) Subject to shareholder approval, to institute and determine the terms and conditions of an Exchange Program; (viih) to To construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited and to determining whether establish, amend and when a Change in Control has occurredrevoke rules and regulations for its administration; (viiii) to establishTo prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws, easing the administration ; (j) To modify or amend each Award (subject to Section 14.13(c) of the Plan), including the discretionary authority to extend the post-termination exercise period of Awards longer than is otherwise provided for in the Plan and/or obtaining tax-favorable treatment ; (k) To allow Participants to satisfy withholding tax obligations by electing to have the Corporation withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for Awards granted to Service Providers located outside the U.S., this purpose will be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ixl) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to To authorize any person to take any steps and execute, execute on behalf of the Company, Corporation any documents instrument required for to affect the grant of an Award previously granted by the Administrator to be effectiveAdministrator; (xiiim) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to To allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to any such Participants Participant under an Award; (n) To determine whether Awards will be settled in Shares, cash or in any combination thereof; (o) To create Other Stock Based Awards for issuance under the Plan; (p) To establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for Awards under the Plan; (q) To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any re-sales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (i) restrictions under an xxxxxxx xxxxxxx policy, and (ii) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers; and (ii) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers ; and (xvr) to To make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of this Agreement, and in the Plancase of a committee, any limitations on delegations specified subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v1) to determine the terms and conditionsconditions of the Option, consistent provided that such terms and conditions are not inconsistent with the Planterms of this Agreement or the terms of that certain Employment Agreement, of any Award granteddated April 24, 2003, by and between the Optionee and the Company (the "Employment Agreement"). Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards this Option may be exercised (which may be based on performance criteria)exercised, any vesting acceleration or waiver (other than pursuant to a Change of forfeiture restrictionsControl as such term is defined in the Employment Agreement, in which case the terms and conditions of the Employment Agreement shall govern), and any restriction or limitation regarding any Award this Option or the Shares relating to an Awardof Common Stock, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vi2) to institute and determine reduce the terms and conditions exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date this Option was granted; (3) to permit this Option to be eligible to participate in an Option Exchange Program; (vii4) to construe and interpret the Plan terms of this Option and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredthis Agreement; (viii5) to establishmodify or amend each Option (subject to Section 12 of this Agreement), amend including the discretionary authority to extend the post-termination exercisability period of the Option longer than is otherwise provided herein; (6) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of the Option; (7) to determine the terms and rescind rules and regulations and adopt sub-plans relating restrictions applicable to the Plan, including rules, regulations and sub-plans for Option; (8) to allow the purposes of facilitating compliance with applicable non-U.S. laws, easing Optionee to satisfy withholding tax obligations by electing to have the administration Company withhold from the Shares to be issued upon exercise of the Plan and/or obtaining tax-favorable treatment Option that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by the Optionee to have Shares withheld for Awards granted to Service Providers located outside the U.S., this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv9) to make any all other determinations deemed necessary or appropriate under Section 13advisable.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value for any purpose under this Plan, including, without limitation, the selection of the methodology and the date or dates used for determining Fair Market Value; provided that the such determination of Fair Market Value is consistent with the requirements set forth in Treasury Regulation Section 1.409A-1(b)(5)(iv)(A); (ii) to select the Service Providers to whom Awards may be granted hereunder; (iii) to determine the number of Shares to be covered by each Award granted hereunder; (iv) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award granted. Such granted hereunder; such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Awardthereto, based in each case on such factors as the Administrator will determine; (vi) to institute and determine the terms and conditions of an Exchange Program; (vii) to construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. laws, easing the administration for qualifying for favorable tax treatment under applicable non-U.S. laws or facilitating compliance with non-U.S. laws (sub-plans may be created for any of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisablethese purposes); (ix) to interpret, modify or amend each Award (subject to Section 1919 of the Plan), including extending but not limited to the Expiration Date and discretionary authority to extend the post-termination exercisability period of such modified or amended Awards, to accelerate vesting and to extend the maximum term of an Option (subject to Section 6(b) of the Plan regarding Incentive Stock Options); (x) to allow Participants to satisfy tax withholding obligations in any such manner permitted by as prescribed in Section 1615 of the Plan; (xi) to delegate ministerial duties authorize any person to any execute on behalf of the Company’s EmployeesCompany any instrument required to effect the grant of an Award previously granted by the Administrator; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to any such Participants Participant under an Award; and (xvxiii) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of this Award and, in the Plancase of a Committee or delegates acting as the Administrator, any limitations on delegations specified by subject to the Board, and any requirements imposed by Applicable Lawsspecific duties delegated to such Committee or delegates, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to To determine the terms and conditionsconditions of this Award, consistent with the Plan, of any Award granted. Such terms and conditions may include, including but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting and/or exercisability acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, and any restriction or limitation regarding any Award or the Shares relating hereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine and may be established at the time this Award is granted or thereafter; (ii) To determine whether and to an Awardwhat extent the vesting of this Award shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of this Option shall be tolled during any leave that is not a leave required to be provided to the Optionee under Applicable Law. In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon the Optionee’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Optionee continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave. (iii) To correct administrative errors; (iv) To construe and interpret the terms of this Award and Agreement; (v) To adopt rules and procedures relating to the operation and administration of this Award to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements and (B) to adopt addenda to this Agreement as the Administrator deems desirable, to accommodate foreign laws, regulations and practice; (vi) to institute and determine the terms and conditions of an Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishTo prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Planthis Award, including rulesrules and regulations relating to addenda to this Agreement; (vii) To modify or amend this Award, regulations and sub-plans for including, but not limited to, the purposes acceleration of facilitating compliance with applicable non-U.S. lawsvesting and/or exercisability, easing provided, however, that any such amendment is subject to Section 3 below and, except as set forth in that Section, may not impair this Award unless agreed to in writing by the administration Optionee; (viii) To allow the Optionee to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued upon exercise of the Plan and/or obtaining tax-favorable treatment for Awards granted Option that number of Shares having a Fair Market Value equal to Service Providers located outside the U.S.amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined in such manner and on such date that the Administrator shall determine or, in each case the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by the Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisableprovide; (ix) To authorize any person to interpret, modify or amend each Award (subject execute on behalf of the Company any instrument required to Section 19), including extending effect the Expiration Date and the post-termination exercisability period grant of such modified or amended Awardsthis Award; (x) To impose such restrictions, conditions or limitations as it determines appropriate as to allow Participants the timing and manner of any resales by the Optionee or other subsequent transfers by the Optionee of any Shares issued as a result of or under this Award, including without limitation, (A) restrictions under an xxxxxxx xxxxxxx policy and (B) restrictions as to satisfy tax withholding obligations in any manner permitted by Section 16the use of a specified brokerage firm for such resales or other transfers; (xi) To provide, either at the time this Award is granted or by subsequent action, that this Award shall contain as a term thereof, a right, either in tandem with the other rights under this Award, without payment to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability a number of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposesShares, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or a combination thereof, the delivery amount of Shares otherwise due which is determined by reference to any such Participants under an the value of this Award; and (xvxii) to To make any all other determinations deemed necessary or appropriate under Section 13advisable for administering this Award.

Powers of the Administrator. Subject to the terms express provisions of the this Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion, is authorized and empowered to make any determinations and perform any actions deemed do all things necessary or advisable desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to administer one or more officers, within the Plan authority delegated to that committee or person(s)), including, without limitation, the authority to: (ia) determine eligibility and, from among those persons determined to determine be eligible, the Fair Market Value; (ii) to approve forms of Award Agreements for use particular Eligible Persons who will receive an award under the this Plan; (iiib) grant awards to select Eligible Persons, determine the Service Providers to whom Awards may price at which securities will be granted offered or awarded and grant Awards to such Service Providers; (iv) to determine the number of Shares securities to be covered by each Award granted; (v) offered or awarded to any of such persons, determine the terms and conditions, consistent with the Plan, of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine the other specific terms and conditions of an Exchange Programsuch awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards; (viic) approve the forms of award agreements (which need not be identical either as to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredtype of award or among participants); (viiid) to establishconstrue and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries and Affiliates, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of this Plan or the Plan and/or obtaining taxawards granted under this Plan; (e) cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5; (f) accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-favorable treatment for Awards granted to Service Providers located outside the U.S., year term of such awards) in each case such circumstances as the Administrator may deem necessary appropriate (including, without limitation, in connection with a termination of employment or advisableservices or other events of a personal nature) subject to any required consent under Section 8.6.5; (ixg) adjust the number of shares of Common Stock subject to interpretany award, modify adjust the price of any or amend all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each Award case subject to Sections 4 and 8.6, and provided that in no case (except due to an adjustment contemplated by Section 7 or any repricing that may be approved by stockholders) shall such an adjustment constitute a repricing (by amendment, cancellation and regrant, exchange or other means) of the per share exercise or base price of any option or stock appreciation right; (h) determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award); (i) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7; (j) acquire or settle (subject to Section 19)Sections 7 and 8.6) rights under awards in cash, including extending the Expiration Date and the post-termination exercisability period stock of such modified equivalent value, or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Awardother consideration; and (xvk) determine the fair market value of the Common Stock or awards under this Plan from time to make any determinations necessary or appropriate under Section 13time and/or the manner in which such value will be determined.

Powers of the Administrator. Subject to Applicable Laws and the terms provisions of the PlanPlan (including any other powers given to the Administrator hereunder), any limitations on delegations specified and except as otherwise provided by the Board, and any requirements imposed by Applicable Laws, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine select the Fair Market ValueEmployees, Directors and Consultants to whom Awards may be granted from time to time hereunder; (ii) to determine whether and to what extent Awards are granted hereunder; (iii) to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder; (iv) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine the terms and conditions, consistent with the Plan, conditions of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Awardgranted hereunder; (vi) to institute establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable jurisdictions and determine to afford Grantees favorable treatment under such rules or laws; provided, however, that no Award shall be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the terms and conditions provisions of an Exchange Programthe Plan; (vii) to construe interpret amend the terms of any outstanding Award granted under the Plan, provided that (A) any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent, provided, however, that an amendment or modification that may cause an Incentive Stock Option to become a Non-Qualified Stock Option shall not be treated as adversely affecting the rights of the Grantee, (B) the reduction of the exercise price of any Option awarded under the Plan and make the reduction of the base appreciation amount of any decisions necessary SAR awarded under the Plan shall not be subject to administer Shareholder approval and (C) canceling an Option or SAR at a time when its exercise price or base appreciation amount (as applicable) exceeds the PlanFair Market Value of the underlying Shares, including but in exchange for another Option, SAR, Restricted Share, or other Award shall not limited be subject to determining whether and when a Change in Control has occurredShareholder approval; (viii) to establishconstrue and interpret the terms of the Plan and Awards, amend and rescind rules and regulations and adopt sub-plans relating including without limitation, any notice of award or Award Agreement, granted pursuant to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpretgrant Awards to Employees, modify Directors and Consultants employed outside the United States on such terms and conditions different from those specified in the Plan as may, in the judgment of the Administrator, be necessary or amend each Award (subject desirable to Section 19), including extending further the Expiration Date and purpose of the post-termination exercisability period of such modified or amended AwardsPlan; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any take such other action, not inconsistent with the terms of the Company’s Employees; (xii) Plan, as the Administrator deems appropriate. The express grant in the Plan of any specific power to authorize the Administrator shall not be construed as limiting any person to take any steps and execute, on behalf power or authority of the CompanyAdministrator; provided that the Administrator may not exercise any right or power reserved to the Board. Any decision made, any documents required for an Award previously granted or action taken, by the Administrator to be effective; (xiii) to temporarily suspend or in connection with the exercisability administration of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension this Plan shall be lifted final, conclusive and binding on all persons having an interest in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13Plan.

Powers of the Administrator. Subject to the terms of the express provisions and limitations set forth in this Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authorityshall be authorized and empowered to do all things necessary or desirable, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer in connection with the Plan administration of this Plan, including, without limitation, the following: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine the terms and conditions, consistent with the Plan, of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine the terms and conditions of an Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations this Plan and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisabledefine terms not otherwise defined herein; (ixii) to interpretdetermine which persons are eligible to be Participants, modify or amend each Award (subject to Section 19)which of such persons, including extending the Expiration Date if any, Awards shall be granted hereunder and the post-termination exercisability period timing of any such modified or amended Awards, and to grant Awards; (xiii) to allow grant Awards to Participants and determine the terms and conditions thereof, including the number of Shares subject to satisfy tax withholding obligations in any manner permitted by Section 16Awards and the exercise or purchase price of such Shares and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; (xiiv) to delegate ministerial duties establish or verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any of the Company’s EmployeesAward; (xiiv) to authorize any person to take any steps prescribe and execute, on behalf amend the terms of the Company, any agreements or other documents required for an Award previously granted by the Administrator to evidencing Awards made under this Plan (which need not be effectiveidentical); (xiiivi) to temporarily suspend determine whether, and the exercisability of an Award if the Administrator deems such suspension extent to be necessary or appropriate for administrative purposeswhich, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercisedadjustments are required pursuant to Section 10; (xivvii) to allow Participants interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to defer the receipt of the payment of cash or the delivery of Shares otherwise due make exceptions to any such Participants under an Awardprovisions in good faith and for the benefit of the Corporation; and (xvviii) to make any all other determinations deemed necessary or appropriate under Section 13advisable for the administration of this Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue of the Common Stock, in accordance with Section 3(p) of the Plan; (ii) to approve forms of Award Agreements for use under select the PlanConsultants and Employees to whom Options may be granted hereunder; (iii) to select the Service Providers determine whether and to whom Awards may be what extent Options are granted and grant Awards to such Service Providershereunder; (iv) to determine the number of Shares shares of Common Stock to be covered by each Award grantedOption granted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedOption granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award Option or the Shares shares of Common Stock relating to an Award; (vi) to institute and determine thereto, based in each case on such factors as the terms and conditions of an Exchange ProgramAdministrator, in its sole discretion, shall determine; (vii) to construe interpret reduce the Plan and make exercise price of any decisions necessary Option to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred;then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted; DW2027.W42(5P3) (viii) to establishconstrue and interpret the terms of the Plan and Options granted pursuant to the Plan; (ix) to prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with applicable non-U.S. qualifying for preferred tax treatment under foreign tax laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants modify or amend each Option (subject to satisfy tax withholding obligations in any manner permitted by Section 1616(c) of the Plan); (xi) to delegate ministerial duties authorize any person to any execute on behalf of the Company’s EmployeesCompany any instrument required to effect the grant of an Option previously granted by the Administrator; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for institute an Award previously granted by the Administrator to be effectiveOption Exchange Program; (xiii) to temporarily suspend determine the exercisability of an Award if the Administrator deems such suspension terms and restrictions applicable to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised;Options; and (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of this Award and, in the Plancase of a Committee or delegates acting as the Administrator, any limitations on delegations specified by subject to the Board, and any requirements imposed by Applicable Lawsspecific duties delegated to such Committee or delegates, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i1) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to To determine the terms and conditionsconditions of this Award, consistent with the Plan, of any Award granted. Such terms and conditions may include, including but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, restrictions and any restriction or limitation regarding any Award or the Shares relating to an Awardhereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine and may be established at the time this Award is granted or thereafter; (vi2) To determine whether and to institute what extent the vesting of this Award shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of this Award shall be tolled during any leave that is not a leave required to be provided to the Participant under Applicable Law. In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon the Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and determine Reemployment Rights Act), he or she shall be given vesting credit with respect to Stock Units to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms and conditions of an Exchange Programas he or she was providing services immediately prior to such leave. (3) To correct administrative errors; (vii4) to To construe and interpret the Plan terms of this Award and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredAgreement; (viii5) To adopt rules and procedures relating to the operation and administration of this Award to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to establishadopt the rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements and (B) to adopt addenda to this Agreement as the Administrator deems desirable, to accommodate foreign laws, regulations and practice; (6) To prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Planthis Award, including rulesrules and regulations relating to addenda to this Agreement; (7) To modify or amend this Award, regulations and sub-plans for including, but not limited to, the purposes acceleration of facilitating compliance with applicable non-U.S. lawsvesting, easing provided, however, that any such amendment is subject to Section 3 below and, except as set forth in that Section, may not impair this Award unless agreed to in writing by the administration Participant; (8) To allow the Participant to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued upon the settlement of the Plan and/or obtaining tax-favorable treatment for Awards granted Stock Units that number of Shares having a Fair Market Value equal to Service Providers located outside the U.S.amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined in such manner and on such date that the Administrator shall determine or, in each case the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by the Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisableprovide; (ix9) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to To authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for an Award previously granted by to effect the Administrator to be effectivegrant of this Award; (xiii10) To impose such restrictions, conditions or limitations as it determines appropriate as to temporarily suspend the exercisability timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under this Award, including without limitation, (A) restrictions under an Award if xxxxxxx xxxxxxx policy and (B) restrictions as to the Administrator deems use of a specified brokerage firm for such suspension to be necessary resales or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercisedother transfers; (xiv11) To provide, either at the time this Award is granted or by subsequent action, that this Award shall contain as a term thereof, a right, either in tandem with the other rights under this Award, without payment to allow Participants to defer the receipt Company, a number of the payment of Shares, cash or a combination thereof, the delivery amount of Shares otherwise due which is determined by reference to any such Participants under an the value of this Award; and (xv12) to To make any all other determinations deemed necessary or appropriate under Section 13advisable for administering this Award.

Powers of the Administrator. Subject to the terms provisions of the Plan--------------------------- Plan and, any limitations on delegations specified in the case of a Committee, the specific duties delegated by the BoardBoard to such Committee, and subject to the approval of any requirements imposed by Applicable Lawsrelevant authorities, including the approval, if required, of any stock exchange upon which the Common Stock is listed, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market ValueValue of the Common Stock, in accordance with Section 2(k) of the Plan; (ii) to approve forms of Award Agreements for use under select the PlanConsultants and Employees to whom Options may from time to time be granted hereunder; (iii) to select the Service Providers determine whether and to whom Awards may be what extent Options are granted and grant Awards to such Service Providershereunder; (iv) to determine the number of Shares shares of Common Stock to be covered by each Award grantedsuch award granted hereunder; (v) to determine the terms and conditions, consistent with approve forms of agreement for use under the Plan, of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine the terms and conditions of an Exchange Programany award granted hereunder; (vii) to construe interpret allow Optionees to satisfy withholding tax obligations by electing to have the Plan and make any decisions necessary Company withhold from the Shares to administer the Plan, including but not limited to determining whether and when be issued upon exercise of an Option that number of Shares having a Change in Control has occurred; (viii) to establish, amend and rescind rules and regulations and adopt sub-plans relating Fair Market Value equal to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration amount required to be withheld. The Fair Market Value of the Plan and/or obtaining tax-favorable treatment Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for Awards granted to Service Providers located outside the U.S., this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ixviii) to interpret, modify or amend each Award (subject reduce the exercise price of any Option to Section 19), including extending the Expiration Date and then current Fair Market Value if the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any Fair Market Value of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of Common Stock covered by such Option has declined since the Company, any documents required for an Award previously granted by date the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an AwardOption was granted; and (xvix) to make any determinations necessary or appropriate under Section 13construe and interpret the terms of the Plan and awards granted pursuant to the Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified by the Board, and any requirements imposed by Applicable Laws, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: : (i) to determine the Fair Market Value; Value in accordance with Section 2(u) above, provided that such determination shall be applied consistently with respect to Participants under the Plan; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers Employees and Consultants to whom Awards may from time to time be granted and grant Awards to such Service Providers; granted; (iviii) to determine the number of Shares to be covered by each Award granted; Award; (iv) to approve the form(s) of agreement(s) and other related documents used under the Plan; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award granted. Such granted hereunder, which terms and conditions may include, include but are not limited toto the exercise or purchase price, the Exercise Price, the time(s) time or times when Awards may vest and/or be exercised (which may be based on performance criteria), any the circumstances (if any) when vesting acceleration will be accelerated or waiver of forfeiture restrictionsrestrictions will be waived, and any restriction or limitation regarding any Award Award, Optioned Stock, or the Shares relating to an Award; Restricted Stock or Stock Appreciation Right or Phantom Stock; (vi) to institute amend any outstanding Award or agreement related to any Optioned Stock or Restricted Stock or Stock Appreciation Right or Phantom Stock, including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would materially and adversely affect the rights of any Participant without his or her consent; (vii) to determine whether and under what circumstances an Option may be settled in cash under Section 7(c)(iii) below instead of Common Stock; (viii) subject to Applicable Laws, to implement an Option Exchange Program and establish the terms and conditions of an such Option Exchange Program; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establish, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration Program without consent of the Plan and/or obtaining tax-favorable treatment for Awards granted holders of capital stock of the Company, provided that no amendment or adjustment to Service Providers located outside an Option that would materially and adversely affect the U.S., in each case as the Administrator may deem necessary rights of any Participant shall be made without his or advisable; her consent; (ix) to interpret, modify or amend each Award (subject approve addenda pursuant to Section 19)17 below or to grant Awards to, including extending or to modify the Expiration Date terms of, any outstanding Award Agreement or any agreement related to any Optioned Stock or Restricted Stock, or Stock Appreciation Right or Phantom Stock held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as the post-termination exercisability period of Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such modified or amended Awards; differences; and (x) to allow Participants to satisfy tax withholding obligations in construe and interpret the terms of the Plan, any manner permitted by Section 16; (xi) to delegate ministerial duties Award Agreement and any agreement related to any of the Company’s Employees; (xii) to authorize any person to take any steps Optioned Stock or Restricted Stock, Stock Appreciation Right or Phantom Stock, which constructions, interpretations and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension decisions shall be lifted in final and binding on all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13Participants.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to select the Service Providers to whom Awards may be granted hereunder; (iii) to determine the number of Shares to be covered by each Award granted hereunder; (iv) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Awardthereto, based in each case on such factors as the Administrator will determine; (vi) to institute and determine the terms and conditions of an any, and to institute any Exchange Program; (vii) to construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 1919 of the Plan), including extending but not limited to the Expiration Date and discretionary authority to extend the post-termination exercisability period of such modified or amended AwardsAwards and to extend the maximum term of an Option (subject to Section 6(b) of the Plan regarding Incentive Stock Options); (x) to allow Participants to satisfy withholding tax withholding obligations in any such manner permitted by as prescribed in Section 1615 of the Plan; (xi) to delegate ministerial duties authorize any person to any execute on behalf of the Company’s EmployeesCompany any instrument required to effect the grant of an Award previously granted by the Administrator; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to any such Participants Participant under an Award; and (xvxiii) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms express provisions of the Plan, this Plan and any limitations on delegations specified contained in a Restricted Stock Agreement (a “Restricted Stock Agreement”) entered into by the Board, and any requirements imposed by Applicable Lawsparticipant, the Administrator will have the authority, in its sole discretion, is authorized and empowered to make any determinations and perform any actions deemed do all things necessary or advisable desirable in connection with the authorization of shares of Restricted Stock and the administration of this Plan (in the case of a committee, within the authority delegated to administer that committee, including, without limitation, the Plan includingauthority to: (ia) determine eligibility and, from among those persons determined to determine be eligible, the Fair Market Value; (ii) to approve forms of particular Eligible Persons who will receive a Restricted Stock Award Agreements for use under the this Plan; (iiib) to select the Service Providers to whom Awards may be granted and grant Restricted Stock Awards to such Service Providers; (iv) to Eligible Persons, determine the price at which shares of Restricted Stock will be offered or awarded and the number of Shares shares of Restricted Stock to be covered by each Award granted; (v) awarded to any of such Eligible Persons, determine the terms and conditions, consistent with the Plan, of any Award granted. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award; (vi) to institute and determine the other specific terms and conditions of an Exchange Programsuch Restricted Stock consistent with the express limits of this Plan, establish the installments or terms (if any) in which such shares of Restricted Stock shall vest (which may include, without limitation, performance and/or time-based criteria), or determine that no vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such Restricted Stock; (viic) to construe interpret approve the Plan and make any decisions necessary to administer the Planforms of Restricted Stock Agreements, including but which need not limited to determining whether and when a Change in Control has occurredbe identical among participants; (viiid) to establishconstrue and interpret this Plan and any agreements defining the rights and obligations of the Corporation and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of this Plan or the Plan and/or obtaining tax-favorable treatment for Awards Restricted Stock granted to Service Providers located outside under this Plan; (e) cancel, modify, or waive the U.S.Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding shares of Restricted Stock; (f) accelerate or extend the vesting of any or all outstanding shares of Restricted Stock in each case such circumstances as the Administrator may deem necessary appropriate (including, without limitation, in connection with a termination of employment or advisableservices or other events of a personal nature); (ixg) adjust the number of shares of Restricted Stock subject to interpretany Restricted Stock Award, modify adjust the price of any or amend all outstanding shares of Restricted Stock or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each Award case subject to Sections 4 and 8.6.2; (h) determine the date of grant of a Restricted Stock Award; (i) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution or succession of shares of Restricted Stock upon the occurrence of an event of the type described in Section 7; (j) acquire or settle (subject to Section 19)Sections 7 and 8.6.2) rights under Restricted Stock in cash, including extending the Expiration Date and the post-termination exercisability period stock of such modified equivalent value, or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Awardother consideration; and (xvk) determine the fair market value of the shares of Restricted Stock awarded under this Plan from time to time and/or the manner in which such value will be determined and make all other elections or determinations under this Plan and under any determinations necessary or appropriate under Section 13Restricted Stock Agreement.

Powers of the Administrator. Subject to the terms provisions of the Plan--------------------------- Option Agreement, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under select the PlanService Provider to whom the Option may be granted hereunder; (iii) to select determine the Service Providers number of shares of Common Stock to whom Awards may be covered by the Option granted and grant Awards to such Service Providershereunder; (iv) to determine approve forms of agreement for use under the number of Shares to be covered by each Award grantedOption Agreement; (v) to determine the terms and conditions, consistent not inconsistent with the Planterms of the Option Agreement, of any Award grantedOption granted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Price, the time(s) date of grant, the time or times when Awards the Option may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award the Option or the Shares shares of Common Stock relating to an Awardthereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vi) to institute and determine reduce the terms and conditions exercise price of an Exchange Programthe Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted; (vii) to construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether and when a Change in Control has occurredinstitute an Option Exchange Program; (viii) to establishconstrue and interpret the terms of the Option granted pursuant to the Option Agreement; (ix) to prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the PlanOption Agreement; (x) to modify or amend the Option (subject to the terms of the Option Agreement), including rules, regulations and subthe discretionary authority to extend the post-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration termination exercisability period of the Plan and/or obtaining tax-favorable treatment Option longer than is otherwise provided for Awards granted in the Option Agreement; (xi) to Service Providers located outside allow Optionee to satisfy withholding tax obligations by electing to have the U.S., Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. An election by Optionee to have Shares withheld for this purpose shall be made in each case such form and under such conditions as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awards; (x) to allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16; (xi) to delegate ministerial duties to any of the Company’s Employees; (xii) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award Option previously granted by the Administrator to be effectiveAdministrator; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be make all other determinations deemed necessary or appropriate advisable for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before administering the last date that the Award may be exercised; (xiv) to allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under an Award; and (xv) to make any determinations necessary or appropriate under Section 13Option Agreement.

Powers of the Administrator. Subject to the terms provisions of the this Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine the Fair Market Value; (ii) to approve forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providershereunder; (iviii) to determine the number of Shares to be covered by each Award grantedgranted hereunder; (iv) to approve forms of Award Agreements for use under this Plan; (v) to determine the terms and conditions, consistent not inconsistent with the terms of this Plan, of any Award granted. Such granted hereunder, with such terms and conditions may includeincluding, but are not being limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Awardthereto, based in each case on such factors as the Administrator will determine; (vi) to institute and determine the terms and conditions of whether an Exchange ProgramAward will be settled in Shares, cash, other property or in any combination thereof; (vii) to construe and interpret the terms of this Plan and make any decisions necessary Awards granted pursuant to administer the this Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishprescribe, amend and rescind rules and regulations relating to this Plan, including rules and adopt regulations relating to sub-plans relating to the Plan, including rules, regulations and sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. laws or for qualifying for favorable tax treatment under applicable non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 194.14(c)), including extending but not limited to the Expiration Date and discretionary authority to extend the post-termination exercisability period of such modified Awards; provided, however, that in no case will an Option or amended AwardsStock Appreciation Right be extended beyond its original maximum term; (x) to allow Participants to satisfy tax withholding obligations in any a manner permitted by prescribed in Section 164.06(b); (xi) to delegate ministerial duties authorize any person to any execute on behalf of the Company’s EmployeesCompany any instrument required to effect the grant of an Award previously granted by the Administrator; (xii) to authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to any such Participants Participant under an Award, to the extent permitted under Code Section 409A; (xiii) to correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award Agreement and to make all other determinations and take such other actions with respect to this Plan or any Award as the Administrator may deem advisable to the extent not inconsistent with the provisions of this Plan or applicable law; and (xvxiv) to make any all other determinations deemed necessary or appropriate under Section 13advisable for administering this Plan.

Powers of the Administrator. Subject to the terms provisions of the Plan, any limitations on delegations specified and in the case of a Committee, subject to the specific duties delegated by the Board, and any requirements imposed by Applicable LawsBoard to such Committee, the Administrator will have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (ia) to To determine the Fair Market Value;. (iib) to approve forms of Award Agreements for use under the Plan; (iii) to To select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers;hereunder. (ivc) to To determine the number of Shares to be covered by each Award granted;granted hereunder. (vd) to To approve forms of agreement for use under the Plan. (e) To determine the terms and conditions, consistent not inconsistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited to, the Exercise Priceexercise price, the time(s) time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating to an Award;thereto, based in each case on such factors as the Administrator will determine in its sole discretion. (vif) To reduce the exercise price of any Award to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Award shall have declined since the date the Award was granted. (g) To institute and determine the terms and conditions of an Exchange Program;. (viih) to To construe and interpret the terms of the Plan and make any decisions necessary Awards granted pursuant to administer the Plan, including but not limited and to determining whether establish, amend and when a Change in Control has occurred;revoke rules and regulations for its administration. (viiii) to establishTo prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans established for the purposes purpose of facilitating compliance with satisfying applicable non-U.S. foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws, easing the administration of the Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable;. (ixj) to interpret, To modify or amend each Award (subject to Section 1914.13(c) of the Plan), including extending the Expiration Date and discretionary authority to extend the post-termination exercisability exercise period of such modified or amended Awards;Awards longer than is otherwise provided for in the Plan. (xk) to To allow Participants to satisfy withholding tax withholding obligations by electing to have the Corporation withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose will be made in any manner permitted by Section 16;such form and under such conditions as the Administrator may deem necessary or advisable. (xil) to delegate ministerial duties to any of the Company’s Employees; (xii) to To authorize any person to take any steps and execute, execute on behalf of the Company, Corporation any documents instrument required for to affect the grant of an Award previously granted by the Administrator to be effective;Administrator. (xiiim) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercised; (xiv) to To allow Participants a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to any such Participants Participant under an Award; and. (xvn) To determine whether Awards will be settled in Shares, cash or in any combination thereof. (o) To create Other Stock Based Awards for issuance under the Plan. (p) To establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for Awards under the Plan. (q) To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (i) restrictions under an xxxxxxx xxxxxxx policy, and (ii) restrictions as to the use of a specified brokerage firm for such resales or other transfers. AND (r) To make any all other determinations deemed necessary or appropriate under Section 13advisable for administering the Plan.

Powers of the Administrator. Subject to the terms provisions of the PlanPlan and, any limitations on delegations specified by in the Boardcase of a Committee or delegates acting as the Administrator, and any requirements imposed by Applicable Lawssubject to the specific duties delegated to such Committee or delegates, the Administrator will shall have the authority, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable to administer the Plan including: (i) to determine select the Fair Market ValueService Providers of the Company or its Affiliates to whom Awards are to be granted hereunder; (ii) to determine the number of shares of Common Stock to be covered by each Award granted hereunder; (iii) to determine the type of Award to be granted to the selected Service Provider; (iv) to approve the forms of Award Agreements for use under the Plan; (iii) to select the Service Providers to whom Awards may be granted and grant Awards to such Service Providers; (iv) to determine the number of Shares to be covered by each Award granted; (v) to determine the terms and conditions, consistent with the terms of the Plan, of any Award grantedgranted hereunder. Such terms and conditions may include, but are not limited toinclude the exercise or purchase price, the Exercise Price, the time(s) time or times when Awards an Award may be exercised (which may or may not be based on performance criteria), the vesting schedule, any vesting or exercisability acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, the term, and any restriction or limitation regarding any Award or the Shares relating to thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine and may be established at the time an AwardAward is granted or thereafter; (vi) to institute and determine the terms and conditions of an Exchange Programcorrect administrative errors; (vii) to construe and interpret the terms of the Plan (including sub-plans and make any decisions necessary Plan addenda) and Awards granted pursuant to administer the Plan, including but not limited to determining whether and when a Change in Control has occurred; (viii) to establishadopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures, and handling of stock certificates that vary with local requirements; and (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws, regulations and practice; (ix) to prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, rules and regulations and relating to sub-plans for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of the and Plan and/or obtaining tax-favorable treatment for Awards granted to Service Providers located outside the U.S., in each case as the Administrator may deem necessary or advisable; (ix) to interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability period of such modified or amended Awardsaddenda; (x) to allow Participants modify or amend each Award, including the acceleration of vesting, exercisability, or both; provided, however, that any modification or amendment of an Award is subject to satisfy tax withholding obligations in Section 16 of the Plan and may not materially impair any manner permitted outstanding Award unless agreed to by Section 16the Participant; (xi) to delegate ministerial duties allow Participants to any satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued pursuant to an Award that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Company’s EmployeesShares to be withheld shall be determined in such manner and on such date that the Administrator shall determine or, in the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may provide; (xii) to authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights, or other stock awards held by service providers of an entity acquired by the Company (the “Conversion Awards”). Any conversion or substitution shall be effective as of the close of the merger or acquisition. The Conversion Awards may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator, with respect to options granted by the acquired entity. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Awards shall have the same terms and conditions as Awards generally granted by the Company under the Plan; (xiii) to authorize any person to take any steps and execute, execute on behalf of the Company, Company any documents instrument required for to effect the grant of an Award previously granted by the Administrator to be effective; (xiii) to temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days before the last date that the Award may be exercisedAdministrator; (xiv) to allow Participants to defer the receipt of the payment of cash determine whether Awards will be settled in Shares, cash, or the delivery of Shares otherwise due to in any such Participants under an Award; andcombination thereof; (xv) to make determine whether to provide for the right to receive dividends or dividend equivalents; (xvi) to establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for Awards under the Plan; (xvii) to impose such restrictions, conditions, or limitations as it determines appropriate as to the timing and manner of any determinations necessary resales by a Participant or appropriate other subsequent transfers by the Participant of any Shares issued as a result of or under Section 13an Award, including (A) restrictions under an xxxxxxx xxxxxxx policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers;