Common use of Powers of the Committee Clause in Contracts

Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have the authority, in its sole discretion: (i) to determine Eligible Persons to whom Awards shall be granted from time to time and the number of Shares, units, or SARs to be covered by each Award; (ii) to determine, from time to time, the Fair Market Value of Shares; (iii) to determine, and to set forth in Award Agreements, the terms and conditions of all Awards, including any applicable exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance), terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions, and other restrictions and limitations; (iv) to approve the forms of Award Agreements and all other documents, notices and certificates in connection therewith which need not be identical either as to type of Award or among Participants; (v) to construe and interpret the terms of the Plan and any Award Agreement, to determine the meaning of their terms, and to prescribe, amend, and rescind rules and procedures relating to the Plan and its administration; and (vi) in order to fulfill the purposes of the Plan and without amending the Plan, modify, cancel, or waive the Company’s rights with respect to any Awards, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences in foreign law, tax policies, or customs; and (vii) to make all other interpretations and to take all other actions that the Committee may consider necessary or advisable to administer the Plan or to effectuate its purposes. Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons, officers, or Employees of the Company or its Affiliates.

Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have the authority, in its sole discretion: (i) to determine Eligible Persons to whom Awards shall be granted from time to time and the number of Shares, Shares or units, or SARs to be covered by each AwardAward to Xx. Xxxxxxxxx under the Plan; (ii) to determine, from time to time, the Fair Market Value of Shares; (iii) to determine, and to set forth in Award Agreements, the terms and conditions of all Awards, including any applicable exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance), terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions, and other restrictions and limitations; (iv) to approve the forms of Award Agreements and all other documents, notices and certificates in connection therewith which need not be identical either as to type of Award or among Participants; (v) to construe and interpret the terms of the Plan and any Award Agreement, to determine the meaning of their terms, and to prescribe, amend, and rescind rules and procedures relating to the Plan and its administration; and (vi) in order to fulfill the purposes of the Plan and without amending the Plan, modify, cancel, or waive the Company’s rights with respect to any Awards, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences in foreign law, tax policies, or customs; and (vii) to make all other interpretations and to take all other actions that the Committee may consider necessary or advisable to administer the Plan or to effectuate its purposes. Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons, officers, or Employees of the Company or its Affiliates.

Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have the authority, in its sole discretion: (i) to determine Eligible Persons to whom Awards shall be granted from time to time and the number of Shares, units, or SARs to be covered by each Award; (ii) to determine, from time to time, the Fair Market Value of Shares; (iii) to determine, and to set forth in Award Agreements, the terms and conditions of all Awards, including any applicable exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance), terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions, and other restrictions and limitations; (iv) to approve the forms of Award Agreements and all other documents, notices and certificates in connection therewith which need not be identical either as to type of Award or among Participants; (v) to construe and interpret the terms of the Plan and any Award Agreement, to determine the meaning of their terms, and to prescribe, amend, and rescind rules and procedures relating to the Plan and its administration; and (vi) in order to fulfill the purposes of the Plan and without amending the Plan, modify, cancel, or waive the Company’s 's rights with respect to any Awards, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences in foreign law, tax policies, or customs; and (vii) to make all other interpretations and to take all other actions that the Committee may consider necessary or advisable to administer the Plan or to effectuate its purposes. Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons, officers, or Employees of the Company or its Affiliates.

Powers of the Committee. Subject to The Committee shall have all the provisions powers vested in it by the terms of the Plan, the Committee shall have the such powers to include authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish programs for granting Awards. The Committee shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but not limited to, the authority to: (i) determine the eligible persons to determine Eligible Persons to whom whom, and the time or times at which Awards shall be granted from time granted, (ii) determine the types of Awards to time and be granted, (iii) determine the number of Shares, units, or SARs shares to be covered by or used for reference purposes for each Award; (ii) to determine, from time to time, the Fair Market Value of Shares; (iii) to determine, and to set forth in Award Agreements, the terms and conditions of all Awards, including any applicable exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance), terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions, and other restrictions and limitations;, (iv) to approve impose such terms, limitations, restrictions and conditions upon any such Award as the forms of Award Agreements and all other documents, notices and certificates in connection therewith which need not be identical either as to type of Award or among Participants;Committee shall deem appropriate, (v) modify, extend or renew outstanding Awards, accept the surrender of outstanding Awards and substitute new Awards, provided that no such action shall be taken with respect to construe and interpret any outstanding Award which would adversely affect the terms of grantee without the Plan and any Award Agreement, to determine the meaning of their terms, and to prescribe, amend, and rescind rules and procedures relating to the Plan and its administration; andgrantee's consent, (vi) accelerate or otherwise change the time in order which an Award may be exercised or becomes payable and to fulfill waive or accelerate the purposes lapse, in whole or in part, of the Plan and without amending the Plan, modify, cancel, any restriction or waive the Company’s rights condition with respect to such Award, including, but not limited to, any Awardsrestriction or condition with respect to the vesting or exercisability of an Award following termination of any grantee's employment, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences in foreign law, tax policies, or customs; and (vii) to make all other interpretations establish objectives and conditions, if any, for earning Awards and determining whether Awards will be paid after the end of a performance period. The Committee shall have full power and authority to administer and interpret the Plan and to take all other actions that adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Committee may consider deems necessary or advisable and to administer interpret same, all within the Plan or to effectuate its purposes. Subject to Applicable Law Committee's sole and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons, officers, or Employees of the Company or its Affiliatesabsolute discretion.

Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have the authority, in its sole discretion: (i) to determine Eligible Persons to whom Awards shall be granted from time to time and the number of Shares, units, or SARs to be covered by each Award; (ii) to determine, from time to time, the Fair Market Value of Shares; (iii) to determine, and to set forth in Award Agreements, the terms and conditions of all Awards, including any applicable exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance), terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions, and other restrictions and limitations; (iv) to approve the forms of Award Agreements and all other documents, notices and certificates in connection therewith which need not be identical either as to type of Award or among Participants; (v) to construe and interpret the terms of the Plan and any Award Agreement, to determine the meaning of their terms, and to prescribe, amend, and rescind rules and procedures relating to the Plan and its administration; and; (vi) in order to fulfill the purposes of the Plan and without amending the Plan, modify, cancel, or waive the Company’s rights with respect to any Awards, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences in foreign law, tax policies, or customs; and (vii) to make all other interpretations and to take all other actions that the Committee may consider necessary or advisable to administer the Plan or to effectuate its purposes. Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons, officers, or Employees of the Company or its Affiliates.

Powers of the Committee. Subject to The Committee shall have all the provisions powers vested in it by the terms of the Plan, the Committee shall have the such powers to include authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish programs for granting Awards. The Committee shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but not limited to, the authority to: (i) determine the eligible persons to determine Eligible Persons to whom whom, and the time or times at which Awards shall be granted from time granted, (ii) determine the types of Awards to time and be granted, (iii) determine the number of Shares, units, or SARs shares to be covered by or used for reference purposes for each Award; (ii) to determine, from time to time, the Fair Market Value of Shares; (iii) to determine, and to set forth in Award Agreements, the terms and conditions of all Awards, including any applicable exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance), terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions, and other restrictions and limitations;, (iv) to approve impose such terms, limitations, restrictions and conditions upon any such Award as the forms of Award Agreements and all other documents, notices and certificates in connection therewith which need not be identical either as to type of Award or among Participants;Committee shall deem appropriate, (v) modify, extend or renew outstanding Awards, accept the surrender of outstanding Awards and substitute new Awards, provided that no such action shall be taken with respect to construe and interpret any outstanding Award which would adversely affect the terms of grantee without the Plan and any Award Agreement, to determine the meaning of their terms, and to prescribe, amend, and rescind rules and procedures relating to the Plan and its administration; andgrantee’s consent, (vi) accelerate or otherwise change the time in order which an Award may be exercised or becomes payable and to fulfill waive or accelerate the purposes lapse, in whole or in part, of the Plan and without amending the Plan, modify, cancel, any restriction or waive the Company’s rights condition with respect to such Award, including, but not limited to, any Awardsrestriction or condition with respect to the vesting or exercisability of an Award following termination of any grantee’s employment, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences in foreign law, tax policies, or customs; and (vii) to make all other interpretations establish objectives and conditions, if any, for earning Awards and determining whether Awards will be paid after the end of a performance period. The Committee shall have full power and authority to administer and interpret the Plan and to take all other actions that adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Committee may consider deems necessary or advisable and to administer interpret same, all within the Plan or to effectuate its purposes. Subject to Applicable Law Committee’s sole and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons, officers, or Employees of the Company or its Affiliatesabsolute discretion.

Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have the authority, in its sole discretion: (i) to determine Eligible Persons to whom Awards shall be granted from time to time and the number of Shares, Shares or units, or SARs to be covered by each AwardAward to Mx. Xxxxxxxxx under the Plan; (ii) to determine, from time to time, the Fair Market Value of Shares; (iii) to determine, and to set forth in Award Agreements, the terms and conditions of all Awards, including any applicable exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance), terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions, and other restrictions and limitations; (iv) to approve the forms of Award Agreements and all other documents, notices and certificates in connection therewith which need not be identical either as to type of Award or among Participants; (v) to construe and interpret the terms of the Plan and any Award Agreement, to determine the meaning of their terms, and to prescribe, amend, and rescind rules and procedures relating to the Plan and its administration; and (vi) in order to fulfill the purposes of the Plan and without amending the Plan, modify, cancel, or waive the Company’s rights with respect to any Awards, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences in foreign law, tax policies, or customs; and (vii) to make all other interpretations and to take all other actions that the Committee may consider necessary or advisable to administer the Plan or to effectuate its purposes. Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons, officers, or Employees of the Company or its Affiliates.

Powers of the Committee. Subject to the expressed provisions of the this Plan, the Committee shall have be authorized and empowered to take all actions that it determines to be necessary or appropriate in connection with the authorityadministration of the Plan, in its sole discretion: including, without limitation: (i) to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; (ii) to determine Eligible Persons which persons are eligible to whom be granted Awards, to which of such persons, if any, Awards shall be granted from time to time hereunder and the number timing of Shares, units, or SARs to be covered by each Award; (ii) to determine, from time to time, the Fair Market Value of Shares; any such Awards; (iii) to determine, grant Awards to Participants and to set forth in Award Agreements, determine the terms and conditions of all Awards, including any applicable the number of Shares subject to Awards, the exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance), terminated, expired, cancelled, or replacedprice of such Shares, and the circumstances for vesting acceleration under which Awards can be exercised or waiver vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of forfeiture restrictionstime, and continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other restrictions and limitations; factors; (iv) to approve establish and certify the forms extent of satisfaction of any Performance Goals or other conditions applicable to the grant, issuance, exercise ability, vesting and/or ability to retain any Award; (v) to prescribe and amend the terms of Award Agreements and all or other documents, notices and certificates in connection therewith communications evidencing Awards made under this Plan (which need not be identical either as identical) and the terms or form of any document or notice required to type of Award or among Participants; be delivered to the Company by Participants under this Plan; (vvi) to determine whether, and the extent to which, adjustments are required pursuant to Section 5.3; (vii) to interpret and construe this Plan, any rule and interpret regulations under this Plan, and the terms and conditions of the Plan and any Award Agreement, to determine the meaning of their termsgranted hereunder, and to prescribe, amend, make any exceptions to such provisions in good faith and rescind rules and procedures relating to for the Plan and its administration; and (vi) in order to fulfill the purposes benefit of the Plan Company; and without amending the Plan, modify, cancel, or waive the Company’s rights with respect to any Awards, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences in foreign law, tax policies, or customs; and (viiviii) to make all other interpretations determinations deemed necessary and to take all other actions that advisable for the Committee may consider necessary or advisable to administer the Plan or to effectuate its purposes. Subject to Applicable Law and the restrictions set forth in administration of the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons, officers, or Employees of the Company or its Affiliates.

Powers of the Committee. Subject to the provisions of the Plan, Applicable Law, and the specific duties delegated by the Board to the Committee, the Committee shall have the authority, authority in its sole discretion: : (ia) to determine Eligible Persons the Fair Market Value; (b) to select the Service Providers to whom Awards shall may be granted from time hereunder and the types of Awards to time and be granted to each; (c) to determine the number of Shares, units, or SARs Shares to be covered by each Award; Award granted hereunder; (iid) to determine whether, to what extent, and under what circumstances an Award may be settled in cash, Shares, other securities, other Awards, or other property; (e) to approve forms of Award Agreements; (f) to determine, from time to time, in a manner consistent with the Fair Market Value terms of Shares; (iii) to determine, and to set forth in Award Agreementsthe Plan, the terms and conditions of all Awardsany Award granted hereunder, including any applicable exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance)such factors as the Committee, terminatedin its sole discretion, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions, and other restrictions and limitations; shall determine; (iv) to approve the forms of Award Agreements and all other documents, notices and certificates in connection therewith which need not be identical either as to type of Award or among Participants; (vg) to construe and interpret the terms of the Plan and Award Agreements; (h) to correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award Agreement, Agreement in the manner and to determine the meaning extent it shall deem desirable to carry out the purposes of their terms, and the Plan; (i) to prescribe, amend, and rescind rules and procedures regulations relating to the Plan Plan, including rules and its administration; and (vi) in order regulations relating to fulfill the purposes sub-plans established pursuant to Section 12.1 of the Plan and without amending Plan; (j) to authorize withholding arrangements pursuant to Section 10.7(b) of the Plan, modify, cancel, or waive ; (k) to authorize any person to execute on behalf of the Company’s rights with respect Company any instrument required to any Awards, to adjust or to modify effect the grant of an Award Agreements for changes in Applicable Law, previously granted by the Committee; and to recognize differences in foreign law, tax policies, or customs; and (viil) to make all other interpretations determinations and to take all other actions that action described in the Plan or as the Committee may consider otherwise deems necessary or advisable to administer for administering the Plan or to effectuate and effectuating its purposes. Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons, officers, or Employees of the Company or its Affiliates.