(c) Authority.
Pursuant to the terms of the Plan, the Committee (subject to any
restrictions on the authority delegated to it by the Board), shall have the power and authority, without limitation:
(i)
to select
those Consultants, Employees and Directors who shall be Participants;
(ii)
to determine whether and to what extent Options, Stock
Appreciation Rights, Performance Awards, Restricted Stock Awards, Restricted Stock Unit Awards or a combination of any of the foregoing, are to be granted hereunder to Participants;
(iii)
to determine the number of shares of Common Stock to be covered by each Award granted hereunder;
(iv)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but
not limited to, (1) the restrictions applicable to Performance Awards, Restricted Stock or Restricted Stock Units Awards and the conditions under which restrictions applicable to such Performance Awards, Restricted Stock or Restricted Stock
Unit Awards shall lapse, (2) the performance goals and periods applicable to Awards, (3) the Exercise Price of each Option and each Stock Appreciation Rights or the purchase price of any other Award, (4) the vesting schedule and terms
applicable to each Award, (5) the number of shares of Common Stock or amount of cash or other property subject to each Award and (6) subject to the requirements of Section 409A of the Code (to the extent applicable) and to
Capitalization Adjustments, any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and, subject to Section 4(d), accelerating the vesting and/or payment
schedules of such Awards);
(v)
to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall
govern all written instruments evidencing Awards;
(vi)
to determine the Fair Market Value in accordance with the terms of the Plan;
(vii)
to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting
termination of the Participants service or employment for purposes of Awards granted under the Plan;
(viii
) to adopt, alter
and repeal such administrative rules, regulations, guidelines and practices governing the Plan as it shall from time to time deem advisable;
(ix)
to construe and interpret the terms and provisions of, and supply or correct omissions in, the Plan and any Award
issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the
administration of the Plan; and
(x)
to prescribe, amend and rescind rules and regulations relating to
sub-plans
established for the purpose of satisfying applicable
non-United
States laws or for qualifying for favorable tax treatment under applicable
non-United
States laws, which rules and regulations may be set forth in an appendix or appendixes to the Plan.
(d)
Repricing.
Subject to Section 11, neither the Board nor the Committee shall have the authority to reprice or cancel and
regrant any Award at a lower exercise, base or purchase price or cancel any Award with an exercise, base or purchase price in exchange for cash, property or other Awards without first obtaining the approval of the Companys shareholders.
(e)
Decisions Conclusive.
All decisions made by the Committee or the Board pursuant to the provisions of the Plan shall be final,
conclusive and binding on all persons, including the Company and the Participants.
(f) Expenses.
The expenses of administering the
Plan shall be borne by the Company and its Affiliates.
(g) Governance.
Except as otherwise provided in the Articles of
Incorporation or Bylaws of the Company, any action of the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly constituted or unanimous written consent of the
Committees members.
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