Common use of Powers of the Committee Clause in Contracts

Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion: (a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock or units to be subject to each Award; (b) to determine the type of Award granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Options; (c) to determine the Fair Market Value of shares of Stock or other property; (d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant?s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; (e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof; (f) to approve one or more forms of Award Agreement; (g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant?s termination of Service; (i) without the consent of the affected Participant and notwithstanding the provisions of any Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.2) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as determined by the Committee; (j) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; (k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and (l) to delegate to any proper Officer the authority to grant one or more Awards, without further approval of the Committee, to any person eligible pursuant to Section 5, other than a person who, at the time of such grant, is an Insider; provided, however, that (i) the exercise price per share of each such Option shall be equal to the Fair Market Value per share of the Stock on the effective date of grant, and (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the Committee.

Powers of the Committee. In addition Subject to any other powers set forth in the Plan and subject to consistent with the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretionauthority and sole discretion as follows: (a) to determine the persons when, to whomwhom (i.e., what Eligible Persons) and the time or times at which, in what types and amounts Awards shall should be granted and the number of shares of Stock or units to be subject to each Awardgranted; (b) to grant Awards to Eligible Persons in any number, and to determine the type terms and conditions applicable to each Award, including (in each case, based on such considerations as the Committee shall determine) conditions intended to comply with Code Section 409A, the number of Shares or the amount of cash or other property to which an Award granted and will relate, any Option Price or Strike Price, xxxxx xxxxx or purchase price, any limitation or Restriction, any schedule for or performance conditions relating to designate Options as Incentive Stock Options the earning of the Award or Nonstatutory Stock Optionsthe lapse of limitations, forfeiture restrictions, restrictive covenants, restrictions on exercisability or transferability, any Performance Goals, including those relating to the Company and/or a Subsidiary and/or any division thereof and/or an individual, and/or vesting based on the passage of time, satisfaction of performance criteria or the occurrence of one or more events or conditions; (c) to determine the Fair Market Value of shares of Stock benefit (including any Bonus Opportunity) payable under any Award and to determine whether any performance, vesting or other propertytransfer conditions, including Performance Measures or Performance Goals, have been satisfied; (d) to determine whether or not specific Awards shall be granted in connection with other specific Awards; (e) to determine the termsTerm of an Award, as applicable; (f) to determine the amount, if any, that a Grantee shall pay for Restricted Stock, whether to permit or require the payment of cash dividends thereon to be paid and/or deferred, and the terms related thereto, when Restricted Stock (including Restricted Stock acquired upon the exercise of an Option) shall be forfeited and whether such Shares shall be held in escrow or other custodial arrangement; (g) to determine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and restrictions at any time or to extend the period subsequent to the Termination of Service within which an Award may continue to vest and/or be exercised; (h) to determine with respect to Awards granted to Eligible Persons, whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or if and to the extent specified in the Award Agreement automatically or at the election of the Committee (for purposes of limiting loss of deductions pursuant to Code Section 162(m) or otherwise) and to provide for the payment of interest or other rate of return determined with reference to a predetermined actual investment or independently set interest rate, or with respect to other bases permitted under Code Section 162(m), Code Section 409A or otherwise, for the period between the date of exercise and the date of payment or settlement of the Award; (i) to determine whether a Grantee has a Disability; (j) to determine whether and under what circumstances a Grantee has incurred a Termination of Service (e.g., whether Termination of Service was for Cause); (k) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan; (l) without the consent of the Grantee, to make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or non-recurring events (including events described in Section 4.2) affecting an Employer or the financial statements of an Employer, or in response to changes in applicable laws, regulations or accounting principles; provided, however, that in no event shall such adjustment increase the value of an Award for a person expected to be a Covered Employee for whom the Committee desires to have the Performance-Based Exception apply; (m) to appoint such agents as the Committee may deem necessary or advisable to administer the Plan; (n) to determine the terms and conditions of all Award Agreements applicable to each Award Eligible Persons (which need not be identical) and, with the consent of the Grantee (except as provided in this Section 3.2(n), and Sections 5.5 and 15.2), to amend any shares acquired pursuant theretosuch Award Agreement at any time; provided, includinghowever, without limitation, that the consent of the Grantee shall not be required for any amendment (i) that does not adversely affect the exercise or purchase price rights of shares purchased pursuant to any Awardthe Grantee, (ii) the method of payment for shares purchased pursuant to any Award, that is necessary or advisable (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant?s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; (e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof; (f) to approve one or more forms of Award Agreement; (g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant?s termination of Service; (i) without the consent of the affected Participant and notwithstanding the provisions of any Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.2) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as determined by the Committee) to carry out the purpose of the Award as a result of any new law or regulation, or a change in an existing law or regulation or interpretation thereof, (iii) to the extent the Award Agreement specifically permits amendment without consent, or (iv) to the extent such amendment is a termination that is intended to comply with Treasury Regulations Section 1.409A-3(j)(4)(ix); (jo) to prescribe, amend make such adjustments or rescind rules, guidelines and policies relating modifications to Awards to Grantees who are working outside the Plan, United States as are advisable to fulfill the purposes of the Plan or to adopt comply with applicable local law and to establish sub-plans for Eligible Persons outside the United States with such provisions as are consistent with the principles of the Plan (but in compliance with local law) as may be suitable in other jurisdictions; (p) to impose such additional terms and conditions upon the grant, exercise or supplements to, or alternative versions of, the Plan, including, without limitation, retention of Awards as the Committee deems necessary may, before or desirable to comply concurrently with the laws or regulations grant thereof, deem appropriate, including limiting the percentage of or Awards that may from time to accommodate time be exercised by a Grantee and requiring the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted AwardsGrantee to enter into restrictive covenants; (kq) to correct any defect, supply any omission or reconcile any inconsistency in inconsistency, and to construe and interpret the Plan, any rules and regulations adopted hereunder, Award Agreements or any other instrument entered into or relating to an Award under the Plan; and (r) to take any other action with respect to any matters relating to the Plan or any Award Agreement for which it is responsible and to make all other determinations decisions and take such other actions determinations, including factual determinations, as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all Persons, including the Company, Subsidiaries, any Grantee, any Eligible Person, any Person claiming any rights under the Plan from or through any Award as Grantee, and stockholders, except to the extent the Committee may deem advisable subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee. The express grant of any specific power to the extent Committee, and the taking of any action by the Committee, shall not inconsistent with the provisions of the Plan be construed as limiting any power or applicable law; and (l) to delegate to any proper Officer the authority to grant one or more Awards, without further approval of the Committee, to any person eligible pursuant to Section 5, other than . All determinations of the Committee shall be made by a person who, at the time majority of such grant, is an Insiderits members; provided, however, that (i) the exercise price per share of each such Option shall any determination affecting any Awards made or to be equal made to the Fair Market Value per share a member of the Stock on Committee may, at the effective date of grantBoard’s election, and (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved made by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the CommitteeBoard.

Powers of the Committee. In addition to any other powers set forth in the Plan and subject Subject to the other provisions of the this Plan, the Committee shall have the full and final power and authority, in its discretion: (ai) to grant Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, and SARs to Participants and to determine the terms and conditions of such Awards, including the determination of the Fair Market Value of the Shares and the exercise price, and to modify or amend each Award, with the consent of the Participant when required; (ii) to determine the persons Participants, to whomwhom Awards, and the time or times at whichif any, Awards shall will be granted hereunder, the timing of such Awards, and the number of shares of Stock or units Shares to be subject to represented by each Award; (biii) to determine construe and interpret the type of Award Plan and the Awards granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Optionshereunder; (civ) to determine prescribe, amend, and rescind rules and regulations relating to the Fair Market Value Plan, including the forms of shares Award Agreement and manner of Stock acceptance of an Award, and to take or other propertyapprove such further actions as it determines necessary or appropriate to the administration of the Plan and Awards, such as correcting a defect or supplying any omission, or reconciling any inconsistency so that the Plan or any Award Agreement complies with applicable law, regulations and listing requirements and so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of Nasdaq, disruption of communications or natural catastrophe) deemed by the Committee to be inconsistent with the purposes of the Plan or any Award Agreement, provided that no such action shall be taken absent shareholder approval to the extent required under Section 14; (dv) to establish performance criteria for Awards made pursuant to the Plan in accordance with a methodology established by the Committee, and to determine whether performance goals have been attained; (vi) to accelerate or defer (with the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (iconsent of the Participant) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration vested date of any Award, ; (vii) the effect to authorize any person to execute on behalf of the Participant?s termination Company any instrument required to effectuate the grant of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; (e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof; (f) to approve one or more forms of Award Agreement; (g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant?s termination of Service; (i) without the consent of the affected Participant and notwithstanding the provisions of any Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.2) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as determined previously granted by the Committee; (jviii) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt establish sub-plans plans, procedures or supplements toguidelines for the grant of Awards to Partners, or alternative versions ofDirectors, Consultants and Partners working outside of the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards;United States; and (kix) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to deemed necessary or advisable for the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions administration of the Plan or applicable lawPlan; and (l) to delegate to any proper Officer the authority to grant one or more Awardsprovided that, without further approval no consent of the Committee, to any person eligible pursuant to Section 5, other than a person who, at the time of such grant, Participant is an Insider; provided, however, that necessary under clauses (i) or (vi) if a modification, amendment, acceleration, or deferral, in the exercise price per share of each such Option shall be equal to the Fair Market Value per share reasonable judgment of the Stock Committee confers a benefit on the effective date of grant, and (ii) each such Award shall be subject Participant or is made pursuant to the terms and conditions of the appropriate standard form of Award Agreement approved by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the Committeean adjustment in accordance with Section 5.

Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion: (a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock Stock, units or units monetary value to be subject to each Award; (b) to determine the type of Award granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Optionsgranted; (c) to determine the Fair Market Value of shares of Stock or other property; (d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with any Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Measures, Performance Period, Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant?s any Participant’s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; (e) to determine whether an Award will be settled in shares of Stock, cash, other property or in any combination thereof; (f) to approve one or more forms of Award Agreement; (g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant?s Participant’s termination of Service; (i) without the consent of the affected Participant and notwithstanding the provisions of any Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.2) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as determined by the Committee; (j) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of of, or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens residents may be granted Awards;; and (kj) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and (l) to delegate to any proper Officer the authority to grant one or more Awards, without further approval of the Committee, to any person eligible pursuant to Section 5, other than a person who, at the time of such grant, is an Insider; provided, however, that (i) the exercise price per share of each such Option shall be equal to the Fair Market Value per share of the Stock on the effective date of grant, and (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the Committee.

Powers of the Committee. In addition to any other The Committee shall have all the powers set forth vested in it by the Plan and subject to the provisions terms of the Plan, the Committee shall have the full and final power and 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: (ai) to determine the persons Participants to whom, and the time or times at which, which Awards shall be granted and granted; (ii) determine the types of Awards to be granted; (iii) determine the number of shares Shares and/or amount of Stock or units cash to be subject to covered by or used for reference purposes for each Award; (biv) to determine the type of Award granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Options; (c) to determine the Fair Market Value of shares of Stock or other property; (d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of each Award granted hereunder, based on such factors as the exercisability or vesting Committee shall determine, including without limitation establishing in its discretion performance criteria that must be satisfied before an Award vests and/or becomes payable, the term during which an Award is exercisable, and the period, if any, following a grantee’s Termination of any Award Employment with the Company or any shares acquired pursuant thereto, of its Subsidiaries during which the Award shall remain exercisable; (v) subject to Section 13, to modify, amend or adjust the Performance Award Formula terms and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration conditions of any Award, at any time or from time to time; (vi) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; (vii) to interpret the effect terms and provisions of the Participant?s termination of Service on Plan and any of Award issued under the foregoing, Plan (and any agreement relating thereto); (viii) all other terms, conditions and restrictions applicable to establish any Award “blackout” period that the Committee in its sole discretion deems necessary or shares acquired pursuant thereto not inconsistent with the terms of advisable; (ix) to otherwise administer the Plan; (ex) to determine whether accelerate the time in which an Award will may be settled in shares of Stock, cash, exercised or in which an Award becomes payable and waive or accelerate the lapse, in whole or in part, of any combination thereofrestriction or condition with respect to an Award; (fxi) to approve one or more forms establish objectives and conditions, including targets for Performance Measures, if any, for earning Awards and determining whether Awards will be paid after the end of Award Agreement;a Performance Period; and (gxii) subject to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant?s termination of Service; (i) without the consent of the affected Participant and notwithstanding the provisions of any Section 409A of the Code, permit the deferral of, or require a Participant to defer such Participant’s receipt of, the delivery of Shares and/or cash under an Award Agreement that would otherwise be due to such Participant and establish rules and procedures for such payment deferrals. The Committee shall have full power and authority to administer and interpret the contraryPlan and to adopt such rules, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Optionregulations, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.2) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as determined by the Committee; (j) to prescribe, amend or rescind rulesagreements, guidelines and policies relating to instruments for the Plan, or to adopt sub-plans or supplements to, or alternative versions of, administration of the Plan, including, without limitation, Plan as the Committee deems necessary necessary, desirable or desirable to comply appropriate in accordance with the laws or regulations Company’s Articles of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; (k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and (l) to delegate to any proper Officer the authority to grant one or more Awards, without further approval of the Committee, to any person eligible pursuant to Section 5, other than a person who, at the time of such grant, is an Insider; provided, however, that (i) the exercise price per share of each such Option shall be equal to the Fair Market Value per share of the Stock on the effective date of grant, and (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the CommitteeIncorporation.

Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion: (a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock or units Shares to be subject to each Award; (b) to determine the type of Award granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Optionsgranted; (c) to determine the Fair Market Value of shares of Stock Shares or other propertyproperty where applicable; (d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares Shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased Shares pursuant to any Award, (ii) the method of payment for shares Shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of StockShares, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares Shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (viivi) the effect of the Participant?s Participants termination of Service on any of the foregoing, and (viiivii) all other terms, conditions and restrictions applicable to any Award or shares Shares acquired pursuant thereto not inconsistent with the terms of the Plan; (e) to determine whether how an Award will be settled in shares of Stocksettled, cash, or in any combination thereofas provided under an Award Agreement; (f) to approve one or more forms of Award Agreement; (g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares Shares acquired pursuant theretoupon the exercise thereof; (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or the vesting of any shares Shares acquired pursuant theretoupon the exercise thereof, including with respect to the period following a Participant?s Participants termination of Service; (i) without the consent of the affected Participant and notwithstanding the provisions of any Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.2) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as determined by the Committee; (j) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards;; and (kj) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and (l) to delegate to any proper Officer the authority to grant one or more Awards, without further approval of the Committee, to any person eligible pursuant to Section 5, other than a person who, at the time of such grant, is an Insider; provided, however, that (i) the exercise price per share of each such Option shall be equal to the Fair Market Value per share of the Stock on the effective date of grant, and (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the Committee.

Powers of the Committee. In addition Subject to any other powers set forth in the Plan and subject to consistent with the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretionauthority and sole discretion as follows: (a) to determine the persons when, to whomwhom (i.e., what Eligible Persons) and the time or times at which, in what types and amounts Awards shall should be granted and the number of shares of Stock or units to be subject to each Awardgranted; (b) to grant Awards to Eligible Persons in any number, and to determine the type terms and conditions applicable to each Award (including conditions intended to comply with Code Section 409A, the number of Shares or the amount of cash or other property to which an Award granted and will relate, any Option Price or Strike Price, xxxxx xxxxx or purchase price, any limitation or Restriction, any schedule for or performance conditions relating to designate Options the earning of the Award or the lapse of limitations, forfeiture restrictions, restrictive covenants, restrictions on exercisability or transferability, any performance goals, including those relating to the Company and/or a Subsidiary and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based in each case on such considerations as Incentive Stock Options or Nonstatutory Stock Optionsthe Committee shall determine); (c) to determine the Fair Market Value of shares of Stock benefit (including any Incentive Opportunity) payable under any Award and to determine whether any performance or other propertyvesting conditions, including Performance Measures or Performance Goals, have been satisfied; (d) to determine whether or not specific Awards shall be granted in connection with other specific Awards; (e) to determine the termsTerm, as applicable; (f) to determine the amount, if any, that a Grantee shall pay for any Award, whether to permit or require the payment of cash dividends or Dividend Equivalents, as applicable, thereon to be deferred and the terms related thereto, when an Award shall be forfeited and whether any Shares acquired upon issuance, exercise or settlement of an Award, as applicable, shall be held in escrow or other custodial arrangement; (g) to determine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited, surrendered or subjected to continued vesting (each in accordance with the terms and requirements of the Plan) or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and restrictions at any time or to extend the period subsequent to the Termination of Service within which an Award may be exercised; (h) to determine with respect to Awards granted to Eligible Persons, whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or, if and to the extent specified in the Award Agreement, automatically or at the election of the Committee (for purposes of limiting loss of deductions pursuant to Code Section 162(m) or otherwise) and to provide for the payment of interest or other rate of return determined with reference to a predetermined actual investment or independently set interest rate, or with respect to other bases permitted under Code Sections 162(m), 409A or otherwise, for the period between the date of exercise and the date of payment or settlement of the Award; (i) to make such adjustments or modifications to Awards to Grantees who are working outside the United States as are advisable to fulfill the purposes of the Plan or to comply with applicable local law and to establish sub-plans for an Eligible Person outside the United States with such provisions as are consistent with the Plan as may be suitable in other jurisdictions; (j) to determine whether a Grantee has a Disability or a Retirement; (k) to determine whether and under what circumstances (e.g., whether a Termination of Service was for Cause) a Grantee has incurred a Termination of Service; (l) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan; (m) without the consent of the Grantee, to make adjustments in the terms and conditions of, and the criteria for, Awards in recognition of unusual or nonrecurring events (including events described in Section 4.2) affecting an Employer or the financial statements of an Employer, or in response to changes in applicable laws, regulations or accounting principles; provided that in no event shall such adjustment increase the value of an Award intended to be a Qualified Performance- Based Award; (n) to appoint such agents as the Committee may deem necessary or advisable to administer the Plan; (o) to determine the terms and conditions of all Award Agreements applicable to each Award Eligible Persons (which need not be identical) and any shares acquired pursuant theretoand, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant?s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; (e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof; (f) to approve one or more forms of Award Agreement; (g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant?s termination of Service; (i) without the consent of the affected Participant Grantee (except as provided in this Section 3.2(o) and notwithstanding the provisions of Sections 5.5 and 15.2), to amend any such Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, time; provided that such Stock Appreciation Right covers the same number consent of shares the Grantee shall not be required for any amendment (i) which does not materially and adversely affect the rights of Stock and provides for the same exercise price Grantee, or (subject in each case to adjustment in accordance with Section 4.2ii) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, which is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a result of any new applicable law or regulation or change in an existing applicable law or regulation or interpretation thereof, (iii) to the extent the Award Agreement specifically permits amendment without consent, or (iv) that constitutes the determination of a Deferred Compensation Award, but only to the extent such termination is intended to satisfy the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix); (jp) to prescribeimpose such additional terms and conditions upon the grant, amend exercise or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, retention of Awards as the Committee deems necessary may, before or desirable to comply concurrently with the laws or regulations grant thereof, deem appropriate, including limiting the percentage of or Awards which may from time to accommodate time be exercised by a Grantee, and including requiring the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted AwardsGrantee to enter into restrictive covenants; (kq) to correct any defect, defect or supply any omission or reconcile any inconsistency in inconsistency, and to construe and interpret the Plan, the rules and regulations, and Award Agreement or any other instrument entered into or relating to an Award under the Plan; and (r) to construe and interpret the Plan or and take any Award Agreement other action with respect to any matters relating to the Plan for which it is responsible and to make all other determinations decisions, interpretations and take such other actions determinations, including factual determinations, as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all Persons, including the Company, its Subsidiaries, any Grantee, any Eligible Person, any Person claiming any rights under the Plan from or through any Award as Grantee, and shareholders, except to the extent the Committee may deem advisable subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee. The express grant of any specific power to the extent Committee, and the taking of any action by the Committee, shall not inconsistent with the provisions of the Plan be construed as limiting any power or applicable law; and (l) to delegate to any proper Officer the authority to grant one or more Awards, without further approval of the Committee, . All determinations of the Committee shall be made by a majority of its members; provided that any determination affecting any Awards made or to any person eligible pursuant be made to Section 5, other than a person whomember of the Committee may, at the time of such grantBoard’s election, is an Insider; provided, however, that (i) the exercise price per share of each such Option shall be equal to the Fair Market Value per share of the Stock on the effective date of grant, and (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved made by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the CommitteeBoard.

Powers of the Committee. In addition Subject to any other powers set forth in the Plan and subject to consistent with the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretionauthority and sole discretion as follows: (a) to determine the persons when, to whomwhom (i.e., what Eligible Persons) and the time or times at which, in what types and amounts Awards shall should be granted and the number of shares of Stock or units to be subject to each Awardgranted; (b) to grant Awards to Eligible Persons in any number, and to determine the type terms and conditions applicable to each Award, including (in each case, based on such considerations as the Committee shall determine) conditions intended to comply with Code Section 409A, the number of Shares or the amount of cash or other property to which an Award granted and will relate, any Option Price or Strike Price, xxxxx xxxxx or purchase price, any limitation or Restriction, any schedule for or performance conditions relating to designate Options as Incentive Stock Options the earning of the Award or Nonstatutory Stock Optionsthe lapse of limitations, forfeiture restrictions, restrictive covenants, restrictions on exercisability or transferability, any Performance Goals, including those relating to the Company and/or a Subsidiary and/or any division thereof and/or an individual, and/or vesting based on the passage of time, satisfaction of performance criteria or the occurrence of one or more events or conditions; (c) to determine the Fair Market Value of shares of Stock or other propertywhether an Award will be subject to minimum vesting requirements under Section 5.3(d); (d) to determine the terms, conditions and restrictions applicable to each Award benefit (which need not be identicalincluding any Bonus Opportunity) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to payable under any Award and the extent to which such determine whether any performance, vesting or transfer conditions, including Performance Goals Measures or Performance Goals, have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant?s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plansatisfied; (e) to determine whether an Award will or not specific Awards shall be settled granted in shares of Stock, cash, or in any combination thereofconnection with other specific Awards; (f) to approve one or more forms of Award Agreementdetermine the Term, as applicable; (g) to amenddetermine the amount, modifyif any, extendthat a Grantee shall pay for Restricted Stock, cancel whether to permit or renew any Award require the payment of cash dividends thereon to be paid and/or deferred, and the terms related thereto, when Restricted Stock (including Restricted Stock acquired upon the exercise of an Option) shall be forfeited and whether such Shares shall be held in escrow or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant theretoother custodial arrangement; (h) to acceleratedetermine whether, continueto what extent and under what circumstances an Award may be settled in, extend or defer the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or vesting waive any or all of the terms and conditions applicable to, any Award or any shares acquired pursuant thereto, including with respect group of Awards for any reason and at any time or to extend the period subsequent to the period following a Participant?s termination Termination of ServiceService within which an Award may continue to vest and/or be exercised; (i) to determine with respect to Awards granted to Eligible Persons, whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or if and to the extent specified in the Award Agreement automatically or at the election of the Committee (for purposes of limiting loss of deductions pursuant to Code Section 162(m) or otherwise) and to provide for the payment of interest or other rate of return determined with reference to a predetermined actual investment or independently set interest rate, or with respect to other bases permitted under Code Section 162(m), 409A or otherwise, for the period between the date of exercise and the date of payment or settlement of the Award; (j) to determine whether a Grantee has a Disability or a Retirement (including years of service); (k) to determine whether and under what circumstances a Grantee has incurred a Termination of Service (e.g., whether Termination of Service was for Cause); (l) to determine whether an Eligible Person is subject to Compensation Limitations; (m) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan; (n) without the consent of the affected Participant and notwithstanding the provisions of any Award Agreement to the contraryGrantee, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely make adjustments in shares the terms and conditions of, and the criteria in, Awards in recognition of Stock unusual or nonrecurring events (including events described in place of any outstanding Option, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.2) affecting an Employer or the financial statements of an Employer, or in response to changes in Compensation Limitations or other applicable laws, regulations or accounting principles; provided, however, that in no event shall such adjustment increase the value of an Award for a person expected to be a Covered Employee for whom the Committee desires to have the Performance-Based Exception apply; (o) to appoint such agents as the replaced Option and otherwise provides substantially equivalent Committee may deem necessary or advisable to administer the Plan; (p) to determine the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with the consent of the Grantee (except as provided in this Section 3.2(p), and Sections 5.5 and 15.2), to amend any such Award Agreement at any time; provided, however, that the replaced Optionconsent of the Grantee shall not be required for any amendment (i) that does not adversely affect the rights of the Grantee, or (ii) that is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a result of any new Compensation Limitation or other applicable law or regulation, or a change in an existing Compensation Limitation or other applicable law or regulation or interpretation thereof, or (iii) to the extent the Award Agreement specifically permits amendment without consent; (jq) to prescribeimpose such additional terms and conditions upon the grant, amend exercise or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, retention of Awards as the Committee deems necessary may, before or desirable to comply concurrently with the laws or regulations grant thereof, deem appropriate, including limiting the percentage of or Awards that may from time to accommodate time be exercised by a Grantee and requiring the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted AwardsGrantee to enter into restrictive covenants; (kr) to correct any defect, supply any omission or reconcile any inconsistency in inconsistency, and to construe and interpret the Plan, any rules and regulations adopted hereunder, Award Agreements or any other instrument entered into or relating to an Award under the Plan; and (s) to take any other action with respect to any matters relating to the Plan or any Award Agreement for which it is responsible and to make all other determinations decisions and take such other actions determinations, including factual determinations, as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all Persons, including the Company, Subsidiaries, any Grantee, any Eligible Person, any Person claiming any rights under the Plan from or through any Award as Grantee, and shareholders, except to the extent the Committee may deem advisable subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee. The express grant of any specific power to the extent Committee, and the taking of any action by the Committee, shall not inconsistent with the provisions of the Plan be construed as limiting any power or applicable law; and (l) to delegate to any proper Officer the authority to grant one or more Awards, without further approval of the Committee, to any person eligible pursuant to Section 5, other than . All determinations of the Committee shall be made by a person who, at the time majority of such grant, is an Insiderits members; provided, however, that (i) the exercise price per share of each such Option shall any determination affecting any Awards made or to be equal made to the Fair Market Value per share a member of the Stock on Committee may, at the effective date of grantBoard’s election, and (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved made by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the CommitteeBoard.

Powers of the Committee. In addition Subject to any other powers set forth in the Plan and subject to consistent with the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretionauthority and sole discretion as follows: (a) to determine the persons when, to whomwhom (i.e., what Eligible Persons) and the time or times at which, in what types and amounts Awards shall should be granted and the number of shares of Stock or units to be subject to each Awardgranted; (b) to grant Awards to Eligible Persons in any number, and to determine the type terms and conditions applicable to each Award (including conditions intended to comply with Section 409A of the Code, the number of Shares or the amount of cash or other property to which an Award granted and will relate, any Option Price or Strike Price, xxxxx xxxxx or purchase price, any limitation or Restriction, any schedule for or performance conditions relating to designate Options the earning of the Award or the lapse of limitations, forfeiture restrictions, restrictive covenants, restrictions on exercisability or transferability, any performance goals, including those relating to the Company and/or a Subsidiary and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based in each case on such considerations as Incentive Stock Options or Nonstatutory Stock Optionsthe Committee shall determine); (c) to determine the Fair Market Value of shares of Stock benefit (including any Bonus Opportunity) payable under any Award and to determine whether any performance or other propertyvesting conditions, including Performance Measures or Performance Goals, have been satisfied; (d) to determine whether or not specific Awards shall be granted in connection with other specific Awards; (e) to determine the termsTerm, as applicable; (f) to determine the amount, if any, that a Grantee shall pay for Restricted Stock, whether to permit or require the payment of cash dividends thereon to be deferred and the terms related thereto, when Restricted Stock (including Restricted Stock acquired upon the exercise of an Option) shall be forfeited and whether such Shares shall be held in escrow or other custodial arrangement; (g) to determine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and restrictions at any time or to extend the period subsequent to the Termination of Service within which an Award may be exercised; (h) to determine with respect to Awards granted to Eligible Persons, whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or if and to the extent specified in the Award Agreement automatically or at the election of the Committee (for purposes of limiting loss of deductions pursuant to Section 162(m) of the Code or otherwise) and to provide for the payment of interest or other rate of return determined with reference to a predetermined actual investment or independently set interest rate, or with respect to other bases permitted under Section 162(m) or 409A of the Code, for the period between the date of exercise and the date of payment or settlement of the Award; (i) to make such adjustments or modifications to Awards to Grantees who are working outside the United States as are advisable to fulfill the purposes of the Plan or to comply with applicable local law and to establish sub-plans for an Eligible Person outside the United States with such provisions as are consistent with the Plan as may be suitable in other jurisdictions; (j) to determine whether a Grantee has a Disability or a Retirement; (k) to determine whether and under what circumstances a Grantee has incurred a Termination of Service (e.g., whether Termination of Service was for Cause); (l) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan; (m) without the consent of the Grantee, to make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including events described in Section 4.2) A-7 affecting an Employer or the financial statements of an Employer, or in response to changes in applicable laws, regulations or accounting principles; provided, however, that in no event shall such adjustment increase the value of an Award for a person expected to be a Covered Employee for whom the Committee desires to have the Performance-Based Exception apply; (n) to appoint such agents as the Committee may deem necessary or advisable to administer the Plan; (o) to determine the terms and conditions of all Award Agreements applicable to each Award Eligible Persons (which need not be identical) and any shares acquired pursuant theretoand, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant?s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; (e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof; (f) to approve one or more forms of Award Agreement; (g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant?s termination of Service; (i) without the consent of the affected Participant Grantee (except as provided in this Section 3.2(o) and notwithstanding the provisions of Sections 5.5 and 14.2), to amend any such Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing time; provided, however, that the consent of the Grantee shall not be required for settlement solely in shares any amendment (i) that does not adversely affect the rights of Stock in place of any outstanding Optionthe Grantee, provided or (ii) that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price is necessary or advisable (subject in each case to adjustment in accordance with Section 4.2) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as determined by the Committee) to carry out the purpose of the Award as a result of any new applicable law or regulation or change in an existing applicable law or regulation or interpretation thereof, or (iii) to the extent the Award Agreement specifically permits amendment without consent; (jp) to prescribeimpose such additional terms and conditions upon the grant, amend exercise or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, retention of Awards as the Committee deems necessary may, before or desirable to comply concurrently with the laws or regulations grant thereof, deem appropriate, including limiting the percentage of or Awards which may from time to accommodate time be exercised by a Grantee, and including requiring the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted AwardsGrantee to enter into restrictive covenants; (kq) to correct any defect, defect or supply any omission or reconcile any inconsistency in inconsistency, and to construe and interpret the Plan, the rules and regulations, and Award Agreement or any other instrument entered into or relating to an Award under the Plan; and (r) to take any other action with respect to any matters relating to the Plan or any Award Agreement for which it is responsible and to make all other determinations decisions and take such other actions determinations, including factual determinations, as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all Persons, including the Company, its Subsidiaries, any Grantee, any Eligible Person, any Person claiming any rights under the Plan from or through any Award as Grantee, and stockholders, except to the extent the Committee may deem advisable subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee. The express grant of any specific power to the extent Committee, and the taking of any action by the Committee, shall not inconsistent with the provisions of the Plan be construed as limiting any power or applicable law; and (l) to delegate to any proper Officer the authority to grant one or more Awards, without further approval of the Committee, to any person eligible pursuant to Section 5, other than . All determinations of the Committee shall be made by a person who, at the time majority of such grant, is an Insiderits members; provided, however, that (i) the exercise price per share of each such Option shall any determination affecting any Awards made or to be equal made to the Fair Market Value per share a member of the Stock on Committee may, at the effective date of grantBoard’s election, and (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved made by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the CommitteeBoard.

Powers of the Committee. In addition Subject to any other powers set forth in the Plan and subject to consistent with the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretionauthority and sole discretion as follows: (a) to determine the persons when, to whomwhom (i.e., what Eligible Persons) and the time or times at which, in what types and amounts Awards shall should be granted and the number of shares of Stock or units to be subject to each Awardgranted; (b) to grant Awards to Eligible Persons in any number, and to determine the type terms and conditions applicable to each Award, including (in each case, based on such considerations as the Committee shall determine) conditions intended to comply with Code Section 409A, the amount to which an Award will relate, any limitation or Restriction, any schedule for or performance conditions relating to the earning of the Award granted and or the lapse of limitations, forfeiture provisions, restrictive covenants, any Performance Goals, including those relating to designate Options as Incentive Stock Options the Company and/or a Subsidiary and/or any division thereof and/or an individual, and/or vesting based on the passage of time, satisfaction of performance criteria or Nonstatutory Stock Optionsthe occurrence of one or more events or conditions; (c) to determine the Fair Market Value of shares of Stock benefit (including any Bonus Opportunity) payable under any Award and to determine whether any performance or other propertyvesting conditions, including Performance Measures and Performance Goals, have been satisfied; (d) to determine whether or not specific Awards shall be granted in conjunction with other specific Awards; (e) to determine the termsterm of any Award, as applicable; (f) to determine whether, to what extent and under what circumstances an Award may be accelerated, vested, canceled, forfeited or surrendered (each in accordance with the terms and requirements of the Plan) or any terms of the Award may be waived, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and restrictions at any time or to extend the period subsequent to a Termination of Service within which an Award may continue to vest; (g) to determine with respect to Awards, whether, to what extent and under what circumstances amounts payable with respect to an Award will be deferred, either at the election of the Grantee or if and to the extent specified in the Award Agreement automatically or at the election of the Committee (for purposes of limiting any loss of deductibility pursuant to Code Section 162(m) or otherwise) and to provide for the payment of interest or other rate of return determined with reference to a predetermined actual investment or independently set interest rate, or with respect to other bases permitted under Code Section 162(m), Code Section 409A or otherwise, for the period of any delay or deferral in payment of an Award; (h) to make such adjustments or modifications to Awards to Grantees who are working outside the United States as are advisable to fulfill the purposes and intent of this Plan or to comply with applicable local law and to establish sub-plans for Eligible Persons outside the United States with such provisions as are consistent with the purposes and intent of this Plan as may be suitable in other jurisdictions; (i) to determine whether and under what circumstances a Grantee has incurred a Termination of Service (e.g., whether Termination of Service was for Cause); (j) to determine whether an Award is intended to satisfy the Performance-Based Exception; provided that Awards granted hereunder are presumed to be intended to satisfy the Performance-Based Exception unless the Committee specifically determines otherwise; (k) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan; (l) without the consent of the Grantee, to make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or non-recurring events (including events described in Section 4.1) affecting an Employer or the financial statements of an Employer, or in response to changes in applicable laws, regulations or accounting principles; provided that in no event shall such adjustment increase the value of an Award for a person expected to be a Covered Employee for whom the Committee continues to desire to have the Performance-Based Exception apply; (m) to appoint such agents as the Committee may deem necessary or advisable to administer the Plan; (n) to determine the terms and conditions of all Award Agreements applicable to each Award Grantees (which need not be identical) and, with the consent of the applicable Grantee (except as provided in this Section 3.2(n), and Sections 5.5 and 8.2), to amend any shares acquired pursuant thereto, including, without limitation, such Award Agreement at any time; provided that the consent of the Grantee shall not be required for any amendment (i) that does not materially and adversely affect the exercise or purchase price rights of shares purchased pursuant to any Awardthe Grantee, (ii) the method of payment for shares purchased pursuant to any Award, that is necessary or advisable (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant?s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; (e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof; (f) to approve one or more forms of Award Agreement; (g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant?s termination of Service; (i) without the consent of the affected Participant and notwithstanding the provisions of any Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.2) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as determined by the Committee) to carry out the purpose of the Award as a result of any new law or regulation, or a change in an existing law or regulation or interpretation thereof, (iii) to the extent the Award Agreement specifically permits amendment without such consent, or (iv) to the extent such amendment is a termination that is intended to comply with Treasury Regulations Section 1.409A-3(j)(4)(ix); (jo) to prescribe, amend impose such additional terms and conditions upon the grant or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, retention of Awards as the Committee deems necessary may, before or desirable to comply concurrently with the laws or regulations of or to accommodate the tax policygrant thereof, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awardsdeem appropriate; (kp) to correct any defect, supply any omission or reconcile any inconsistency in inconsistency, and to construe and interpret the Plan or Plan, any rules and regulations adopted hereunder, any Award Agreement or any other instrument entered into or relating to an Award under the Plan; and (q) to take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other determinations decisions and take such other actions with respect to determinations, including factual determinations, as may be required under the terms of the Plan or any Award as the Committee may deem necessary or advisable for the administration of the Plan. Any action of the Committee with respect to, and taken in accordance with, the Plan shall be final, conclusive and binding on all Persons, including the Company, Subsidiaries, any Grantee, any Eligible Person, any Person claiming any rights under the Plan from or through any Grantee, and stockholders, except to the extent the Committee may subsequently modify, or take further action not inconsistent with consistent with, its prior action. If not specified in the provisions Plan, the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee. The express grant of any specific power to the Plan Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or applicable law; and (l) to delegate to any proper Officer the authority to grant one or more Awards, without further approval of the Committee, to any person eligible pursuant to Section 5, other than a person who, at . All determinations of the time of such grant, is an Insider; provided, however, that (i) the exercise price per share of each such Option Committee shall be equal to the Fair Market Value per share made by a majority of the Stock on the effective date of grant, and (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the Committeeits members. Section 4.

Powers of the Committee. In addition Subject to any other powers set forth in the Plan and subject to consistent with the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretionauthority and sole discretion as follows: (a) to determine the persons when, to whomwhom (i.e., what Eligible Persons) and the time or times at which, in what types and amounts Awards shall should be granted and the number of shares of Stock or units to be subject to each Awardgranted; (b) to grant Awards to Eligible Persons in any number, and to determine the type terms and conditions applicable to each Award (including conditions intended to comply with Code Section 409A, the number of Shares or the amount of cash or other property to which an Award granted and will relate, any Option Price or Strike Price, xxxxx xxxxx or purchase price, any limitation or Restriction, any schedule for or performance conditions relating to designate Options the earning of the Award or the lapse of limitations, forfeiture restrictions, restrictive covenants, restrictions on exercisability or transferability, any performance goals, including those relating to the Company and/or a Subsidiary and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based in each case on such considerations as Incentive Stock Options or Nonstatutory Stock Optionsthe Committee shall determine); (c) to determine the Fair Market Value of shares of Stock benefit (including any Incentive Opportunity) payable under any Award and to determine whether any performance or other propertyvesting conditions, including Performance Measures or Performance Goals, have been satisfied; (d) to determine whether or not specific Awards shall be granted in connection with other specific Awards; (e) to determine the termsTerm, as applicable; (f) to determine the amount, if any, that a Grantee shall pay for Restricted Stock or Deferred Stock, whether to permit or require the payment of cash dividends thereon to be deferred and the terms related thereto, when Restricted Stock (including Restricted Stock acquired upon the exercise of an Option) shall be forfeited and whether such Shares shall be held in escrow or other custodial arrangement; (g) to determine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered (each in accordance with the terms and requirements of the Plan) or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and restrictions at any time or to extend the period subsequent to the Termination of Service within which an Award may be exercised; (h) to determine with respect to Awards granted to Eligible Persons, whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or, if and to the extent specified in the Award Agreement, automatically or at the election of the Committee (for purposes of limiting loss of deductions pursuant to Code Section 162(m) or otherwise) and to provide for the payment of interest or other rate of return determined with reference to a predetermined actual investment or independently set interest rate, or with respect to other bases permitted under Code Sections 162(m), 409A or otherwise, for the period between the date of exercise and the date of payment or settlement of the Award; (i) to make such adjustments or modifications to Awards to Grantees who are working outside the United States as are advisable to fulfill the purposes of the Plan or to comply with applicable local law and to establish sub-plans for an Eligible Person outside the United States with such provisions as are consistent with the Plan as may be suitable in other jurisdictions; (j) to determine whether a Grantee has a Disability or a Retirement; (k) to determine whether and under what circumstances a Grantee has incurred a Termination of Service (e.g., whether Termination of Service was for Cause); (l) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan; (m) without the consent of the Grantee, to make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including events described in Section 4.2) affecting an Employer or the financial statements of an Employer, or in response to changes in applicable laws, regulations or accounting principles; provided that in no event shall such adjustment increase the value of an Award for a person expected to be a Covered Employee for whom the Committee desires to have the Performance-Based Exception apply; (n) to appoint such agents as the Committee may deem necessary or advisable to administer the Plan; (o) to determine the terms and conditions of all Award Agreements applicable to each Award Eligible Persons (which need not be identical) and any shares acquired pursuant theretoand, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant?s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; (e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof; (f) to approve one or more forms of Award Agreement; (g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; (h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant?s termination of Service; (i) without the consent of the affected Participant Grantee (except as provided in this Section 3.2(o) and notwithstanding the provisions of Sections 5.5 and 15.2), to amend any such Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, time; provided that such Stock Appreciation Right covers the same number consent of shares the Grantee shall not be required for any amendment (i) which does not materially and adversely affect the rights of Stock and provides for the same exercise price Grantee, or (subject in each case to adjustment in accordance with Section 4.2ii) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, which is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a result of any new applicable law or regulation or change in an existing applicable law or regulation or interpretation thereof, (iii) to the extent the Award Agreement specifically permits amendment without consent, or (iv) that constitutes the determination of a Deferred Compensation Award, but only to the extent such termination is intended to satisfy the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix); (jp) to prescribeimpose such additional terms and conditions upon the grant, amend exercise or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, retention of Awards as the Committee deems necessary may, before or desirable to comply concurrently with the laws or regulations grant thereof, deem appropriate, including limiting the percentage of or Awards which may from time to accommodate time be exercised by a Grantee, and including requiring the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted AwardsGrantee to enter into restrictive covenants; (kq) to correct any defect, defect or supply any omission or reconcile any inconsistency in inconsistency, and to construe and interpret the Plan, the rules and regulations, and Award Agreement or any other instrument entered into or relating to an Award under the Plan; and (r) to take any other action with respect to any matters relating to the Plan or any Award Agreement for which it is responsible and to make all other determinations decisions and take such other actions determinations, including factual determinations, as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all Persons, including the Company, its Subsidiaries, any Grantee, any Eligible Person, any Person claiming any rights under the Plan from or through any Award as Grantee, and stockholders, except to the extent the Committee may deem advisable subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee. The express grant of any specific power to the extent Committee, and the taking of any action by the Committee, shall not inconsistent with the provisions of the Plan be construed as limiting any power or applicable law; and (l) to delegate to any proper Officer the authority to grant one or more Awards, without further approval of the Committee, . All determinations of the Committee shall be made by a majority of its members; provided that any determination affecting any Awards made or to any person eligible pursuant be made to Section 5, other than a person whomember of the Committee may, at the time of such grantBoard’s election, is an Insider; provided, however, that (i) the exercise price per share of each such Option shall be equal to the Fair Market Value per share of the Stock on the effective date of grant, and (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of Award Agreement approved made by the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the CommitteeBoard.