Authority of the Committee. The Plan shall be administered by the Committee, except to the extent (and subject to the limitations imposed by Section 3(b) hereof) the Board elects to administer the Plan, in which case the Plan shall be administered by only those members of the Board who are Independent members of the Board, in which case references herein to the Committee shall be deemed to include references to the Independent members of the Board. The Committee shall have full and final authority, subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award Agreements and correct defects, supply omissions, or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. In exercising any discretion granted to the Committee under the Plan or pursuant to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of any other Eligible Persons or Participants.
Authority of the Committee. TheExcept as provided by Section 11 hereof, the Plan shall be administered by the Committee, exceptit being understood that the Board retains the right, at its option, to make Awards under the Plan. Subject to the extent (and subjectterms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the limitations imposedCommittee by Section 3(b) hereof) the Board elects to administer the Plan, in which case the Plan shall be administered by only those members of the Board who are Independent members of the Board, in which case references herein to the Committee shall be deemed to include references to the Independent members of the Board. The Committee shall have full power and final authority,authority in its discretion to: # designate Participants; # determine the type or types of Awards to be granted to a Participant; # determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; # determine the timing, terms, and conditions of any Award; # accelerate the time at which all or any part of an Award may be settled or exercised; # determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; # determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; # interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; # subject to and consistent with the provisions of [Sections 6(B), 7(B) and 15(B)] hereof, amend or modify the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribeof any Award Agreements (which need not be identical for each Participant) andafter grant; # establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan, construe and interpretPlan subject to the Plan and Award Agreements and correct defects, supply omissions, or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administrationexclusive authority of the Plan. In exercising any discretion grantedBoard under Section 15 hereunder to amend, suspend or terminate the Committee under the Plan or pursuant to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of any other Eligible Persons or Participants.Plan.
Authority of the Committee. The Plan shall be administeredCommittee Authority. Unless otherwise determined by the Committee, except to the extent (andBoard and subject to the limitations imposed by Section 3(b) hereof) the Board elects to administer the Plan, in which case the Plan shall be administered by only those members of the Board who are Independent members of the Board, in which case references herein to the Committee shall be deemed to include references to the Independent members of the Board. The Committee shall have full and final authority, subject to and consistent with the provisions of the Plan, the Committee and the Administrator (subject to select Eligible Personsthe Committees ability to becomerestrict the Administrator) shall have the authority and full discretionary power to: # designate eligible Participants, grant Awards,and make Awards; # determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administrationsize of the Plan,Awards as specified herein; # administer, construe and interpret the PlanPlan; # prescribe, amend and Award Agreementsrescind rules and correct defects, supply omissions, or reconcile inconsistencies therein,regulations, agreements, terms, and notices hereunder (but not unilateral modifications to existing Awards without the affected Participants written consent); and # make all other decisions and determinations as the Committee may deem necessary or advisable in its discretion for the administration of the Plan. In exercising any discretion grantedAny actions of the Committee with respect to the Plan shall be conclusive and binding upon all persons interested in the Plan. The Committee underand Administrator may each appoint agents and delegate authority as advisable to administer the Plan or pursuant to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of any other Eligible Persons or Participants.Plan.
Authority4.2Authority of the Committee. The Plan shall be administered by the Committee, except to the extent (and subject to the limitations imposed by Section 3(b) hereof) the Board elects to administer the Plan, in which case the Plan shall be administered by only those members of the Board who are Independent members of the Board, in which case references herein to the Committee shall be deemed to include references to the Independent members of the Board. The Committee shall have fullthe exclusive authority to administer and final authority, subjectconstrue the Plan in accordance with its provisions. The Committee’s authority shall include, without limitation, the power to and consistent with# determine persons eligible for Awards, # prescribe the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe andAwards, # interpret the Plan and Award Agreements and correct defects, supply omissions, or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisableAwards, # adopt rules for the administrationadministration, interpretation and application of the Plan. In exercisingPlan as are consistent therewith and # interpret, amend or revoke any such rules. The Committee, in its sole discretion granted to the Committeeand on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or pursuantmore officers of the Company to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of any other Eligible Persons or Participants.extent permitted by law.
Authority of the Committee. The Plan shall be administered by the Committee, exceptCommittee. Subject to the extent (and subjectterms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the limitations imposedCommittee by Section 3(b) hereof) the Board elects to administer the Plan, in which case the Plan shall be administered by only those members of the Board who are Independent members of the Board, in which case references herein to the Committee shall be deemed to include references to the Independent members of the Board. The Committee shall have full power and final authority, subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe andauthority to: (a) interpret the Plan and any Award AgreementsAgreement; (b) establish, amend, and correct defects, supply omissions,rescind any rules and regulations relating to the Plan; (c) select Participants; (d) determine the type or reconcile inconsistencies therein,types of Awards to be granted to a Participant; (e) establish the terms and toconditions of any Award consistent with the terms and conditions of the Plan; and (f) make allany other decisions and determinations as the Committee may deemthat it deems necessary or advisabledesirable for the administration of the Plan. In exercisingThe Committee may correct any discretion granted to the Committee underdefect, supply any omission, or reconcile any inconsistency in the Plan or pursuantin any Award Agreement in the manner and to any Award,the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan shall not be required to follow past practices, actmade in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of anyCommittee’s sole and absolute discretion and shall be final, conclusive, and binding on all Participants and other Eligible Persons or Participants.persons.
Authority of the Committee. The Plan shall be administered by the Committee, except to the extent (and subject to the limitations imposed by Section 3(b) hereof)Committee; provided, that the Board elects to administer the Plan,may in which case the Plan shall be administered by only those membersany instance perform any of the Board who are Independent membersfunctions of the Board, in which case references hereinCommittee hereunder. The Committee shall select the Participants to receive Awards and shall determine the Committee shall be deemed to include references to the Independent membersterms and conditions of the Board.Awards. The Committee shall have fullauthority to adopt, alter and final authority, subjectrepeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time consider advisable, and consistent withto interpret the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determinePlan. The Committee’s decisions shall be final and binding. To the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award Agreements and correct defects, supply omissions, or reconcile inconsistencies therein, and to make all other decisions and determinations asextent permitted by applicable law, the Committee may deem necessarydelegate to one or advisable for the administrationmore executive officers of the Plan. In exercising any discretion grantedCompany the power to the Committeemake Awards to Participants who are not Reporting Persons or Covered Employees and all determinations under the Plan or pursuant to any Award,with respect thereto, provided that the Committee shall not be required to follow past practices, act infix the maximum amount of such Awards for all such Participants and a manner consistent with past practices, or treatmaximum for any Eligible Person or Participant in a manner consistent with the treatment of any other Eligible Persons or Participants.one Participant.
Authority4.2Authority of the Committee. The Plan shall be administered by the Committee, except to the extent (and subject to the limitations imposed by Section 3(b) hereof) the Board elects to administer the Plan, in which case the Plan shall be administered by only those members of the Board who are Independent members of the Board, in which case references herein to the Committee shall be deemed to include references to the Independent members of the Board. The Committee shall have fullthe exclusive authority to administer and final authority, subjectconstrue the Plan in accordance with its provisions. The Committee’s authority shall include, without limitation, the power to and consistent with# determine persons eligible for Awards, # prescribe the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe andAwards, # interpret the Plan and the Awards, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith and # interpret, amend or revoke any such rules. With respect to any Award Agreements and correct defects, supply omissions,that is intended to qualify as “performance-based compensation” within the meaning of section 162(m) of the Code, the Committee shall have no discretion to increase the amount of compensation that otherwise would be due upon attainment of a Performance Goal, although the Committee may have discretion to deny an Award or reconcile inconsistencies therein, and to make all other decisions and determinationsadjust downward the compensation payable pursuant to an Award, as the Committee determines in its sole judgment. The Committee, in its sole discretion and on such terms and conditions as it may deem necessaryprovide, may delegate all or advisable for the administrationany part of the Plan. In exercising any discretion granted to the Committeeits authority and powers under the Plan to one or pursuantmore officers of the Company to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of any other Eligible Persons or Participants.extent permitted by law.
Authority of the Committee. TheThis Plan shall be administered by the Committee,Committee except to the extent (and subject to the limitations imposed by Section 3(b) hereof) the Board elects to administer thethis Plan, in which case the Plan shall be administered by only those members of the Board who are Independent members of the Board, in which case references herein to the Committee“Committee” shall be deemed to include references to the Independent members of“Board.” Subject to the Board. The Committee shall have full and final authority, subject to and consistent with theexpress provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to select# adopt, amend, and rescind administrative and interpretive rules and regulations relating to the Plan; # determine the Eligible Persons to become Participants, grant Awards,whom, and the time or times at which, Awards shall be granted; # determine the type,type or types of Awards to be granted to each Eligible Person and the amount of cash or the number and otherof shares of Stock that shall be the subject of each Award; # determine the terms and conditions of, and all other matters relating to, Awards, prescribeprovisions of each Award AgreementsAgreement (which need not be identical for each Participant)identical), and rulesmodifications thereto, including provisions defining or otherwise relating to # the term and regulations for the administrationperiod or periods and extent of exercisability of the Plan,Options, # the extent to which the transferability of shares of Stock issued or transferred pursuant to any Award is restricted, # except as otherwise provided herein, the effect of termination of employment or other service of a Participant on the Award, and # the effect of approved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service); # accelerate the time of exercisability or vesting of any Award that has been granted; # construe and interpret the Plan andrespective Award Agreements and correct defects, supply omissions,the Plan; # make determinations of the Fair Market Value of the Stock pursuant to the Plan; # delegate its duties under the Plan to such agents as it may appoint from time to time; # terminate, modify or reconcile inconsistencies therein,amend the Plan; and to# make all other decisionsdeterminations, perform all other acts, and determinations as the Committee may deemexercise all other powers and authority necessary or advisable for administering the administrationPlan. Subject to Rule 16b-3, section 162(m) of the Plan. In exercisingCode, and the Nonqualified Deferred Compensation Rules, the Committee may correct any discretion granteddefect, supply any omission, or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement in the manner and to the Committee underextent it deems necessary or desirable to carry the Plan or pursuant to any Award,into effect, and the Committee shall be the sole and final judge of that necessity or desirability. Any action of the Committee shall be final, conclusive and binding on all Persons, including the Company, its Subsidiaries, stockholders, Participants, and Permitted Transferees under Section 10(a) hereof or other Persons claiming rights from or through a Participant. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be required to follow past practices, act in a manner consistent with past practices,construed as limiting any power or treat any Eligible Person or Participant in a manner consistent withauthority of the treatment of any other Eligible Persons or Participants.Committee.
Authority of the Committee. The Plan shall be administered by the Committee, exceptCommittee. The Committee shall have the authority to select the extent (and subjectemployees to be granted Awards under the Plan, to determine the size and terms of an Award (subject to the limitations imposed by Section 3(b) hereof)on Awards in [Section 5] below), to modify the Board electsterms of any Award that has been granted, to administerdetermine the Plan,time when Awards will be made, the amount of any payments pursuant to such Awards and the Performance Period to which they relate, to determine any employment restrictions on actual receipt of payments pursuant to Awards, to establish performance objectives in which case the Plan shall be administered by only those membersrespect of the Board who are Independent members of the Board, in which case references hereinsuch Performance Periods and to the Committee shall be deemed to include references to the Independent members of the Board.determine whether such performance objectives were attained. The Committee shall have full and final authority, subjectis authorized to and consistent with the provisions ofinterpret the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, numberestablish, amend and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) andrescind any rules and regulations forrelating to the administration of the Plan, construe and interpret the Plan and Award Agreements and correct defects, supply omissions, or reconcile inconsistencies therein, and to make allany other decisions and determinations as the Committee may deemthat it deems necessary or advisabledesirable for the administration of the Plan. In exercisingThe Committee may correct any defect or omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion granted toand shall be final, conclusive and binding on all parties concerned. Determinations made by the Committee under the Plan or pursuant to any Award, the Committee shallneed not be required to follow past practices, act in a manner consistent with past practices,uniform and may be made selectively among Participants, whether or treat any Eligible Person or Participant in a manner consistent with the treatment of any other Eligible Persons or Participants.not such Participants are similarly situated.
Authority of the Committee. The Plan shall be administered by the Committee, except to the extent (and subject to the limitations imposed by Section 3(b) hereof) the Board elects to administer the Plan, in which case the Plan shall be administered by only those members of the Board who are Independent members of the Board, in which case references herein to the Committee shall be deemed to include references to the Independent members of the Board.Administration. The Committee shall have full and final authority, subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulationsresponsible for the administration of the Plan, construe and interpretPlan. The Committee, by majority action thereof (whether taken during a meeting or by written consent), shall determine the type or types of Awards to be made under the Plan and Award Agreementsshall designate from time to time the Eligible Employees who are to be recipients of such Awards. The Committee is authorized to interpret the Plan, to prescribe, amend and correct defects, supply omissions,rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or reconcile inconsistencies therein,advisable to protect the interests of the Company and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. In exercising any discretion grantedPlan but only to the extent not contrary to the express provisions of the Plan. Determinations, interpretations, or other actions made or taken by the Committee underpursuant to the provisions of the Plan shall be final and binding and conclusive for all purposes and upon all persons whomsoever. To the extent deemed necessary or pursuant to any Award,advisable for purposes of Rule 16b-3 or otherwise, the Board (or the independent members of the Board) may act as the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of any other Eligible Persons or Participants.hereunder.
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