Nothing in the Plan shall be construed to limit the authority of the Company to exercise its corporate rights and powers, including, by way of illustration and not by way of limitation, the right to grant options, stock appreciation rights, restricted stock awards, incentive awards or restricted stock units for proper corporate purposes otherwise than under the Plan to any employee or to any other person, firm, corporation, association or other entity, or to grant options, stock appreciation rights, restricted stock awards, incentive awards or restricted stock units to, or assume such awards of any person in connection with, the acquisition, purchase, lease, merger, consolidation, reorganization or otherwise, of all or any part of the business and assets of any person, firm, corporation, association or other entity.

Neither the adoption of the Plan nor its submission to the Company’s stockholders shall be construedtaken to limitimpose any limitations on the authoritypowers of the Company or its Affiliates to exercise its corporate rights and powers, including, by way of illustration and not by way of limitation, the right toissue, grant or assume options, stock appreciationwarrants, rights, restricted stock awards, incentiveor other awards or restricted stock units for proper corporate purposes otherwise than under the Plan to any employeePlan, or to anyadopt other person, firm, corporation, associationstock option, restricted stock, or other entity,plans, or to grant options, stock appreciation rights, restricted stock awards, incentive awards or restricted stock units to, or assume such awardsimpose any requirement of any person in connection with,stockholder approval upon the acquisition, purchase, lease, merger, consolidation, reorganization or otherwise, of all or any part of the business and assets of any person, firm, corporation, association or other entity.same.