Common use of Powers of the Committee Clause in Contracts

Powers of the Committee. On behalf of the Corporation and subject to the provisions of the Plan, the Committee shall have the authority and discretion to: (i) Prescribe, amend and rescind rules and regulations relating to the Plan; (ii) Select Participants to receive Awards; (iii) Determine the form and terms of Awards; (iv) Determine the number of Shares or other consideration subject to Awards; (v) Determine whether Awards will be granted singly, in combination or in tandem with, in replacement of, or as alternatives to, other Awards under the Plan or any other incentive or compensation plan of the Corporation; (vi) Construe and interpret the Plan, any Award Agreement and any other agreement or document executed pursuant to the Plan; (vii) Correct any defect or omission, or reconcile any inconsistency in the Plan, any Award or any Award Agreement; (viii) Determine whether an Award has been earned and/or Vested; (ix) Determine whether a Participant who is either an Employee or a Director has incurred a Total and Permanent Disability; (x) Accelerate or, with the consent of the Participant, defer the Vesting of any Award and/or the exercise date of any Award; (xi) Determine if a period of service performed by a consultant, an advisor or a Director is "continuous" for purposes of the Plan; (xii) Determine whether a Participant's status with the Corporation as an Employee, Director, advisor, or consultant has been terminated For Cause; (xiii) Authorize any person to execute on behalf of the Corporation any instrument required to effectuate the grant of an Award as made by the Committee; (xiv) With the consent of the Participant, reprice, cancel and reissue, or otherwise adjust the terms of an Award previously issued to the Participant; (xv) Determine, upon review of relevant information, the Fair Market Value of the Common Stock ; and (xvi) Make all other determinations deemed necessary or advisable for the administration of the Plan.

Powers of the Committee. On behalf of the Corporation and subject to the provisions of the Plan, the Committee shall have the authority and discretion to: (i) Prescribe, amend and rescind rules and regulations relating to the Plan; (ii) Select Participants to receive Awards; (iii) Determine the form and terms of Awards; (iv) Determine the number of Shares or other consideration subject to Awards; (v) Determine whether Awards will be granted singly, in combination or in tandem with, in replacement of, or as alternatives to, other Awards under the Plan or any other incentive or compensation plan of the Corporation; (vi) Construe and interpret the Plan, any Award Agreement and any other agreement or document executed pursuant to the Plan; (vii) Correct any defect or omission, or reconcile any inconsistency in the Plan, any Award or any Award Agreement; (viii) Determine whether an Award has been earned and/or Vested; (ix) Determine whether a Participant who is either an Employee or a Director has incurred a Total and Permanent Disability; (x) Accelerate or, with the consent of the Participant, defer the Vesting of any Award and/or the exercise date of any Award; (xi) Determine if a period of service performed by a consultant, an advisor or a Director is "continuous" for purposes of the Plan; (xii) Determine whether a Participant's status with the Corporation as an Employee, Director, advisor, or consultant has been terminated For Cause; (xiii) Authorize any person to execute on behalf of the Corporation any instrument required to effectuate the grant of an Award as made by the Committee; (xiv) With the consent of the Participant, reprice, cancel and reissue, or otherwise adjust the terms of an Award previously issued to the Participant; (xv) Determine, upon review of relevant information, the Fair Market Value of the Common Stock Stock; and (xvi) Make all other determinations deemed necessary or advisable for the administration of the Plan.

Powers of the Committee. On behalf of the Corporation and subject Subject to the other provisions of the this Plan, the Committee shall have the authority and discretion toauthority, in its discretion: (i) Prescribeto recommend to the Board any grant of any Award of Incentive Stock Options, amend Nonqualified Stock Options, Shares, Restricted Stock, Restricted Stock Units and rescind SARs to Participants and to determine the terms and conditions of such recommended Awards, including the determination of the Fair Market Value of the Shares and the exercise price (subject to Section 7(b)), and to recommend to the Board any modification or amendment of each Award, with the consent of the Participant when required; (ii) to recommend to the Board the Participants to whom Awards, if any, will be granted hereunder, additional eligibility requirements for such awards, the timing of such Awards (including vesting and forfeiture of the Awards), and the number of Shares (if any) to be represented by each Award; (iii) to recommend to the Board any construction and interpretation of the Plan, the Awards granted hereunder, and any Award Agreement; (iv) to recommend to the Board any new, amendment or rescission of any rules and regulations relating to the Plan; (ii) Select Participants to receive Awards; (iii) Determine , including the form of Award Agreement, and terms manner of Awards; (iv) Determine the number acceptance of Shares an Award, such as correcting a defect or other consideration subject to Awards; (v) Determine whether Awards will be granted singly, in combination or in tandem with, in replacement ofsupplying any omission, or as alternatives to, other Awards under reconciling any inconsistency so that the Plan or any other incentive Award Agreement complies with applicable law, regulations and listing requirements and to avoid unanticipated consequences deemed by the Committee or compensation plan the Board to be inconsistent with the purposes of the Corporation; (vi) Construe and interpret the Plan, any Award Agreement and any other agreement or document executed pursuant to the Plan; (vii) Correct any defect or omission, or reconcile any inconsistency in the Plan, any Award Plan or any Award Agreement; (viiiv) Determine to recommend to the Board any performance, conduct and other criteria for Awards made pursuant to the Plan in accordance with a methodology established by the Committee or the Board, and to determine whether an Award has performance, conduct and other goals have been earned and/or Vestedattained; (ixvi) Determine whether a Participant who is either an Employee to recommend to the Board any acceleration or a Director has incurred a Total and Permanent Disability; deferral (x) Accelerate or, with the consent of the Participant, defer the Vesting ) of any Award and/or the exercise or vested date of any Award; (xivii) Determine if a period of service performed by a consultant, an advisor or a Director is "continuous" for purposes of the Plan; (xii) Determine whether a Participant's status with the Corporation as an Employee, Director, advisor, or consultant has been terminated For Cause; (xiii) Authorize to authorize any person to execute on behalf of the Corporation Company any instrument required to effectuate the grant of an Award as made previously granted by the CommitteeBoard; (xivviii) With the consent of the Participant, reprice, cancel and reissue, or otherwise adjust the terms of an Award previously issued to recommend to the ParticipantBoard the establishment of any subplans, procedures or guidelines for the grant of Awards to Employees, Directors and Consultants; (xvix) Determineto recommend to the Board the determination of eligibility for an Award and to recommend to the Board whether to authorize the cancellation, upon review forfeiture or suspension of relevant information, the Fair Market Value of the Common Stock an Award; and (xvix) Make all to recommend to the Board any other determinations deemed necessary or advisable for the administration of the Plan; Provided that, no consent of a Participant is necessary under clauses (i) or (vi) if a modification, amendment, acceleration, or deferral, in the reasonable judgment of the Board confers a benefit on the Participant or is made pursuant to an adjustment in accordance with Section 4.

Powers of the Committee. On behalf of the Corporation and subject Subject to the provisions of the Plan, the Committee shall have the authority and discretion and on behalf of the Corporation to: (i) Prescribe, amend and rescind rules and regulations relating to the Plan; (ii) Select Participants to receive Awards; (iii) Determine the form and terms of Awards; (iv) Determine the number of Shares or other consideration subject to Awards; (v) Determine whether Awards will be granted singly, in combination or in tandem with, in replacement of, or as alternatives to, other Awards under the Plan or any other incentive or compensation plan of the Corporation; (vi) Construe and interpret the Plan, any Award Agreement and any other agreement or document executed pursuant to the Plan; (viivi) Correct any defect or omission, or reconcile any inconsistency in the Plan, any Award or any Award Agreement; (viiivii) Determine whether an Award has been earned and/or Vestedvested; (viii) Determine whether and when a Dividend Equivalent Right shall be extended, rescinded and/or revoked prior to the exercise of its related Option; (ix) Determine whether a Participant who is either an Employee Accelerate or a Director has incurred a Total and Permanent Disability; (x) Accelerate ordefer, with the consent of the Participant, defer the Vesting vesting of any Award and/or the exercise date of any AwardOption; (xi) Determine if a period of service performed by a consultant, an advisor or a Director is "continuous" for purposes of the Plan; (xii) Determine whether a Participant's status with the Corporation as an Employee, Director, advisor, or consultant has been terminated For Cause; (xiiix) Authorize any person to execute on behalf of the Corporation any instrument required to effectuate the grant of an Award as made by the Committee; (xivxi) With the consent of the Participant, reprice, cancel and reissue, or otherwise adjust the terms of an Award previously issued to the Participant; (xv) Determine, upon review of relevant information, the Fair Market Value of the Common Stock ; and (xvixii) Make all other determinations deemed necessary or advisable for the administration of the Plan.

Powers of the Committee. On behalf of The Committee shall have all the Corporation and subject to powers vested in it by the provisions terms of the Plan, 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 and discretion to: (i) Prescribedetermine the Participants to whom, amend and rescind rules and regulations relating to the Plan;time or times at which, Awards shall be granted, (ii) Select Participants determine the types of Awards to receive Awards;be granted, (iii) Determine determine the form and terms number of Awards;shares of Stock and/or amount of cash to be covered by or used for reference purposes for each Award, (iv) Determine impose such terms, limitations, vesting schedules, restrictions and conditions upon any such Award as the number Committee shall deem appropriate, including without limitation establishing, in its discretion, Performance Measures that must be satisfied before an Award vests and/or becomes payable, the term during which an Award is exercisable, the purchase price, if any, under an Award and the period, if any, following a grantee's termination of Shares employment or other consideration subject to Awards;service with the Company or any Parent, Subsidiary or Affiliate during which the Award shall remain exercisable, (v) Determine modify, extend or renew outstanding Awards, accept the surrender of outstanding Awards and substitute new Awards, provided that no such action shall be taken with respect to any outstanding Award that would materially, adversely affect the grantee without the grantee's consent, or constitute a repricing of stock options without the consent of the holders of the Company's voting securities under (vi) below, (vi) only with the approval of the holders of the voting securities of the Company to the extent that such approval is required by applicable law, regulation or the rules of a national securities exchange or automated quotation system to which the Company is subject, reprice Incentive Stock Options and Nonqualified Stock Options either by amendment to lower the exercise price or by accepting such stock options for cancellation and issuing replacement stock options with a lower exercise price or through any other mechanism, (vii) accelerate the time in which an Award may be exercised or in which an Award becomes payable and waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to an Award, (viii) establish objectives and conditions, including targets for Performance Measures, if any, for earning Awards and determining whether Awards will be granted singlypaid after the end of a Performance Period, in combination or in tandem with, in replacement of, or as alternatives to, other Awards under the Plan or any other incentive or compensation plan of the Corporation; (vi) Construe and interpret the Plan, any Award Agreement and any other agreement or document executed pursuant to the Plan; (vii) Correct any defect or omission, or reconcile any inconsistency in the Plan, any Award or any Award Agreement; (viii) Determine whether an Award has been earned and/or Vested;and (ix) Determine whether permit the deferral of, or require a Participant who is either an Employee or a Director has incurred a Total and Permanent Disability; (x) Accelerate or, with the consent of the Participant, to defer the Vesting of any Award and/or the exercise date of any Award; (xi) Determine if a period of service performed by a consultant, an advisor or a Director is "continuous" for purposes of the Plan; (xii) Determine whether a such Participant's status with receipt of, the Corporation as an Employee, Director, advisor, or consultant has been terminated For Cause; (xiii) Authorize any person to execute on behalf delivery of the Corporation any instrument required to effectuate the grant of Stock and/or cash under an Award as made by 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 Committee; (xiv) With the consent of the ParticipantPlan and to adopt such rules, repriceregulations, cancel agreements, guidelines and reissue, or otherwise adjust the terms of an Award previously issued to the Participant; (xv) Determine, upon review of relevant information, the Fair Market Value of the Common Stock ; and (xvi) Make all other determinations deemed necessary or advisable instruments for the administration of the PlanPlan as the Committee deems necessary, desirable or appropriate in accordance with the Bylaws of the Company.