Board Approval and Determination of Value. Prior to or contemporaneous with the grant of any Initial Award or Annual RSUs, the Board shall determine the value of such equity award after taking into consideration the 50th percentile of market compensation for non-employee directors of the Company’s peer group and such other factors as the Board considers appropriate. Each grant of an Initial Award and Annual RSU award shall be subject to further approval by the Board.

Actions Requiring Approval of the Board. Except as otherwise provided by this Agreement, the Company shall not, shall not permit any Subsidiary of the Company to, and shall not authorize or permit any officer or agent of the Company or any of its Subsidiaries on behalf of the Company or any of its Subsidiaries to, effect any material action or any action outside of the ordinary course of business, including any of the following actions, without Board approval, except to the extent approval authority is expressly delegated by the Board pursuant to a resolution of the Board or the terms of an agreement specifically approved by the Board that specifically grants the authority to engage in the applicable action (excluding any grant of plenary or similar authority):

Director. “Director” means a member of the Board.

Director. “Director” means any person who is a director of the Company or Participating Employer.

Director. A member of the Board of Directors.

Director. This Agreement does not confer on the Participant any right with respect to the continuance of his or her position as a Director or any other relationship with the Company or any Subsidiary.

Board. The board of directors of [[Organization B:Organization]] has approved the transactions contemplated by the Transaction Documents; said approval has not been amended, rescinded or modified and remains in full force and effect as of the date hereof, and a true, correct and complete copy of such resolutions duly adopted by the board of directors of [[Organization B:Organization]] shall have been provided to [[Organization A:Organization]].

Board. The term "Board" shall mean the Board of Directors of the Company.

The Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws.

Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.