Committee Authority. The Committee shall have full and exclusive power to administer and interpret the Plan and Award Agreements, to grant Awards and to adopt such administrative rules, regulations, procedures and guidelines governing the Plan and the Awards as it deems appropriate, in its sole discretion, from time to time. The Committee’s authority shall include, but not be limited to, the authority to # determine the type of Awards to be granted under the Plan; # select Award recipients and determine the extent of their participation; # determine Performance Criteria, if desired, for Awards under the Plan; and # establish all other terms, conditions, and limitations applicable to Awards, Award programs and, if applicable, the shares of Common Stock issued pursuant thereto. The Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, waive any conditions or restrictions imposed with respect to Awards or the Common Stock issued pursuant to Awards and make any and all other determinations that it deems appropriate with respect to the administration of the Plan, subject to the limitations contained in [Section 4(d)] hereof and Section 409A of the Code. .

Committee Authority. The Committee shall have full and exclusive power to administer and interpret the Plan, to grant Awards and to adopt such administrative rules, regulations, procedures, and guidelines governing the Plan and Awards as it deems appropriate from time to time. The Committee’s authority shall include, but not be limited to, the authority to # determine the type of Awards to be granted under the Plan; # select Award recipients and determine the extent of their participation; and # establish all other terms, conditions, limitations, and restrictions applicable to Awards, Award programs and the shares of Common Stock issued pursuant thereto. Subject to the limitations set forth in the Plan, the Committee may suspend, accelerate, or defer the vesting or payment of Awards, cancel or modify outstanding Awards, waive any conditions or restrictions imposed with respect to Awards or the Common Stock issued pursuant to Awards, and make any and all other determinations that it deems appropriate with respect to the administration of the Plan.

The Committee will administer the Plan. The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and interpretations and to take such action in connection with the Plan and any Award granted thereunder as it deems necessary or advisable. All determinations and interpretations made by the Committee will be final, binding and conclusive on all Grantees and on their legal representatives and beneficiaries. The Committee will have the authority, in its absolute discretion, to determine the persons who will receive Awards, the time when Awards will be granted, the terms of such Awards and the number of Shares, if any, which will be subject to such Awards. Unless otherwise provided in an Award Agreement, the Committee reserves the authority, in its absolute discretion, # to amend any outstanding Award Agreement in any respect, whether or not the rights of the Grantee of such Award are adversely affected (but subject to [Sections 2.3.6, 2.4.5, 4.14]4]4] and Article III), including, without limitation, to accelerate the time or times at which the Award becomes vested, unrestricted or may be exercised, to waive or amend any restrictions or conditions set forth in such Award Agreement, or to impose new restrictions and conditions, or to reflect a change in the Grantee’s circumstances or to modify, amend or adjust the terms and conditions of performance goals; # to determine whether, to what extent and under what circumstances and method or methods # Awards may be # settled in cash, Shares, other securities, other Awards or other property, # exercised or # canceled, forfeited or suspended, # Shares, other securities, other Awards or other property, and other amounts payable with respect to an Award may be deferred either automatically or at the election of the Grantee thereof or of the Committee and # Awards may be settled by the Company or any of its designees. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan, in which case the Board will have all of the authority and responsibility granted to the Committee herein, except with respect to Article III; and # to accelerate the vesting of an Award subject to the minimum vesting condition in [Section 2.10] only in the case of the Grantee’s death, disability, or as otherwise permitted in [Section 2.11].

Authority of the Committee. The Committee shall have authority, in its sole and absolute discretion and subject to the terms of the Plan, to # interpret the Plan; # prescribe the rules and regulations that it deems necessary for the proper operation and administration of the Plan, and amend or rescind any existing rules or regulations relating to the Plan; # select Employees and Other Service Providers to receive Awards under the Plan; # determine the form of Awards, the number of Shares subject to each Award, all the terms and conditions of an Award including, without limitation, the conditions on exercise or vesting, the designation of Stock Options as Incentive Stock Options or Nonqualified Stock Options and the terms of Award Agreements; # determine whether Awards shall be granted singly, in combination or in tandem; # establish and administer performance criteria in respect of any Awards that are subject to performance-based vesting or settlement; # waive or amend any terms, conditions, restrictions or limitations on an Award, except that the prohibition on the repricing of Stock Options and Stock Appreciation Rights, as described in [Section 4.3(g)], may not be waived; # in accordance with Article V, make any adjustments to the Plan (including but not limited to adjustment of the number of Shares available under the Plan or any Award) and any Award granted under the Plan that may be appropriate; # provide for the deferred payment of Awards and the extent to which payment shall be credited with Dividend Equivalents; # determine whether Awards may be transferable to family members, a family trust, a family partnership or otherwise; # determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property; # interpret, administer, reconcile any inconsistency in, correct any default in and/or supply any omission in, the Plan and any instrument or agreement relating to (including any Award Agreement), or Award made under, the Plan; # waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any Award; # accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; # establish any provisions that the Committee may determine to be necessary in order to implement and administer the Plan in foreign countries; and # take any and all other actions it deems necessary or advisable for the proper operation or administration of the Plan.

Duties and Powers of the Committee. The Committee shall have the power to grant Awards in accordance with the provisions of the Plan and may grant Awards singly, in combination, or in tandem. Subject to the provisions of the Plan, including the prohibition against repricing set forth in Section 8.3, the Committee shall have the discretion and authority to determine: # the Employees and Directors to whom Awards will be granted; # the number of shares of Common Stock subject to each Award; # the terms and conditions of each Award, including, without limitation, the applicable vesting schedule and forfeiture provisions of the Award, Exercise Price, Strike Price, performance goals, performance periods; Restriction Periods and exercise periods; and # such other matters applicable to an Award as are permissible under the Plan. Except as otherwise required by the Plan, the Committee shall have the authority to interpret and construe the provisions of the Plan and the Award Agreements, and to make determinations pursuant to any Plan provision or Award Agreement which shall be final and binding on all persons.

The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: # select the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder; # determine the type or types of Awards, not inconsistent with the provisions of the Plan, to be granted to each Participant hereunder; # determine the number of Shares (or dollar value) to be covered by each Award granted hereunder; # determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder (including the power to amend outstanding Awards waive or accelerate any vesting terms or restrictions, subject to any stockholder approval requirement applicable under the Inducement Award Rules for amendment of an Inducement Award); # determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property; # determine whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award made under the Plan shall be deferred either automatically or at the election of the Participant; # determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; # interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; # correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; # establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; # determine whether any Award, other than an Option or Stock Appreciation Right, will have Dividend Equivalents; and # make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

General. The Plan shall be administered by the Committee (or the Board if no Committee has been appointed). The Committee shall have the power and authority to # prescribe, amend and rescind rules and procedures governing the administration of the Plan; # determine and designate from time to time each Eligible Person to whom an Award will be granted and the type of Award to be granted; # determine the number of shares of Common Stock subject to each Award and the Grant Date of each Award; # prescribe the terms of each Award, including, without limitation, the time or times when, and the manner and conditions upon which, each Award shall vest, become exercisable, be settled and/or expire, the Exercise Price or Base Price of each Award (as may be applicable), and the form of payment made in settlement of each Award; # specify the terms of the Award Agreement relating to each Award; # determine or impose other conditions to the receipt of shares of Common Stock subject to an Award, as it may deem appropriate, including but not limited to, cash payments; # interpret the terms of the Plan and each Award Agreement and the rules of procedures established by the Committee under the Plan; # determine the rights of all Persons under the Plan; # correct any defect or omission or reconcile any inconsistency in the Plan or in any Award Agreement; # make all determinations relating to the Service of a Participant; # grant waivers of any conditions of the Plan or any Award Agreement, subject to Applicable Law; and # make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. In the case of any fractional share or unit resulting from the grant, vesting, payment or crediting of dividends under an Award, the Committee shall have the discretionary authority to round such fractional share or unit to the nearest higher whole share or unit, or convert such fractional share or unit into a right to receive a cash payment (unless determined otherwise by the Committee, such fractional share or unit shall be rounded to the nearest higher whole share or unit). All actions, decisions and interpretations of the Committee, the Board and any delegate of the Committee or Board under the Plan or any Award Agreement shall be final, binding, conclusive and non-appealable on all Persons, and shall be given the maximum deference permitted by law. The Committee’s and the Board’s determinations under the Plan (including, without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Award Agreements evidencing such Awards) need not be uniform and may be made by the Committee or the Board selectively among Persons who receive, or are eligible to receive, Awards under the Plan, whether or not such Persons are similarly situated.

The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: # designate Participants; # determine the type or types of Awards to be granted to each Participant under the Plan; # determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; # determine the terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; # amend the terms and conditions of any Award or Award Agreement, subject to the limitations under Sections 6 and 7; # accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award, subject to the limitations of Sections 6 and 7; # determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property (but excluding promissory notes), or canceled, forfeited or suspended; # determine whether, to what extent and under what circumstances amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee, subject to the requirements of Section 409A; # interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; # 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; # make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and # adopt such modifications, rules, procedures and sub-plans as may be necessary or desirable to comply with provisions of the laws of non‑U.S. jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non‑United States jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.

Administration. (a) The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to, in its sole discretion,: # select the Employees and Directors to whom Awards may from time to time be granted hereunder; # determine the type or types of Awards, not inconsistent with the provisions of the Plan, to be granted to each Participant hereunder; # determine the number of Shares to be covered by each Award granted hereunder; # determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; # determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property, subject to Section 8.1; # determine whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award made under the Plan shall be deferred either automatically or at the election of the Participant; # determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; # interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; # correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; # establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; # determine whether any Award (other than Options or Stock Appreciation Rights) will have Dividend Equivalents; and # make any other determination and take any other action that the

. The Plan shall be administered by the Committee, which shall have full power to interpret and administer the Plan and Award Agreements and full authority to select the Employees and Directors to whom Awards will be granted, and to determine the type and amount of Awards to be granted to each such Employee or Director, and the terms and conditions of Awards and Award Agreements. Without limiting the generality of the foregoing, the Committee may, in its sole discretion but subject to the limitations in Article 12 and Article 14, clarify, construe or resolve any ambiguity in any provision of the Plan or any Award Agreement, extend the term or period of exercisability of any Awards, or waive any terms or conditions applicable to any Award. Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or any of its Subsidiaries or Affiliates or a company acquired by the Company or with which the Company combines. The Committee shall have full and exclusive discretionary power to adopt rules, forms, instruments, and guidelines for administering the Plan as the Committee deems necessary or proper. All actions taken and all interpretations and determinations made by the Committee or by the Board (or any other committee or sub-committee thereof), as applicable, shall be final and binding upon the Participants, the Company, and all other interested individuals.

Authority of the Committee. The Plan will be administered by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” are deemed to be references to the “Board.” The Committee has complete control over the administration of the Plan and has the authority in its sole discretion to # exercise all of the powers granted to it under the Plan, # to the extent not inconsistent with the Plan, prescribe, amend and rescind rules and regulations relating to the Plan including rules governing its own operations, # make all determinations necessary or advisable in administering the Plan, # correct any defect, supply any omission and reconcile any inconsistency in the Plan, # grant Awards and determine who will receive Awards, when such Awards will be granted and the terms of such Awards, including setting forth provisions with regard to the termination of a recipient’s employment or service, # accelerate the time or times at which an Award becomes vested, unrestricted or may be exercised, and # waive or amend any goals, restrictions or conditions set forth in an Award Agreement, unless otherwise provided in the Award Agreement. The determinations of the Committee will be final, binding and conclusive. By accepting any Award under the Plan, each Participant and each person claiming under or through him or her will be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Committee.