Powers of the Committee. Subject to the express provisions of this Plan, including, without limitation, Section 24, the Committee shall be authorized and empowered to take all actions that it determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: # to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; # to determine which persons are eligible to be granted Awards under Section 4, to which of such persons, if any, Awards shall be granted hereunder and the timing of any such Awards; # to grant Awards to Participants and determine the terms and conditions of Awards, including the number of Shares subject to Awards, the exercise or purchase price of such Shares, and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; # to establish and certify the extent of satisfaction of any performance criteria or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; # to prescribe and amend the terms of Award Agreements or other communications evidencing Awards made under this Plan (which need not be identical) (including, without limitation, to modify, amend, or accelerate Awards, subject to Sections 9.6 and 10.4) and the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan; # to determine whether, and the extent to which, adjustments are required pursuant to Section 22; # to interpret and construe this Plan, any rules and regulations under this Plan, and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions in good faith and for the benefit of the Company; and # to make all other determinations deemed necessary or advisable for the administration of this Plan.

PowersPower and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of this Plan, including, without limitation, Section 24,the Plan and to applicable law, the Committee shall be authorizedhave full power and empowered to take all actions that it determines to be necessaryauthority to: # designate Participants; # determine the type or appropriate in connection with the administrationtypes of this Plan, including, without limitation: # to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; # to determine which persons are eligibleAwards to be granted Awardsto each Participant under Section 4, to which of such persons, if any, Awards shall be granted hereunder and the timing of any such Awards;Plan; # to grant Awards to Participants and determine the terms and conditions of Awards, including the number of Shares subject to Awards,be covered by (or the exercise or purchase price of such Shares, and the circumstances undermethod by which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events,payments or other factors; #rights are to establish and certify the extent of satisfaction of any performance criteria or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain anybe calculated in connection with) each Award; # to prescribe and amend the terms of Award Agreements or other communications evidencing Awards made under this Plan (which need not be identical) (including, without limitation, to modify, amend, or accelerate Awards, subject to Sections 9.6 and 10.4) and the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan; # to determine whether, and the extent to which, adjustments are required pursuant to Section 22; # to interpret and construe this Plan, any rules and regulations under this Plan, and the terms and conditions of any Award granted hereunder,or Award Agreement; # amend the terms and to make exceptionsconditions of any Award or Award Agreement, provided, however, that, except as otherwise permitted in connection with an event as provided under Section 4(c) hereof, the Committee shall not reprice, adjust or amend the exercise price of Options or the grant price of Stock Appreciation Rights previously awarded to any Participant, whether through amendment, cancellation and replacement grant, or any other means; # accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award; # determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property, or 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 under the Plan shall be deferred either automatically or at the election of the holder of the Award or the Committee; # interpret and administer the Plan and any instrument or agreement, including any Award Agreement, relating to the Plan; # establish, amend, suspend or waive such provisions in good faithrules and regulations and appoint such agents as it shall deem appropriate for the benefitproper administration of the Company;Plan; # make any other determination and # to make alltake any other determinations deemedaction that the Committee deems necessary or advisabledesirable for the administration of this Plan.the Plan; and # adopt such modifications, rules, procedures and subplans 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.

PowersAuthority of Committee. Except as provided by Section 11 hereof, the Committee.Plan shall be administered by the Committee, it being understood that the Board retains the right, at its option, to make Awards under the Plan. Subject to the terms of the Plan and applicable law, and in addition to other express provisions of thispowers and authorizations conferred on the Committee by the Plan, including, without limitation, Section 24, the Committee shall be authorizedhave full power and empowered to take all actions that it determines to be necessaryauthority in its discretion to: # designate Participants; # determine the type or appropriate in connection with the administrationtypes of this Plan, including, without limitation: # to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; # to determine which persons are eligibleAwards to be granted Awards under Section 4, to which of such persons, if any, Awards shall be granted hereunder and the timing of any such Awards;a Participant; # to grant Awards to Participants and determine the terms and conditions of Awards, including the number of Shares subject to Awards, the exercisebe covered by, or purchase price of such Shares, and the circumstances underwith respect to which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events,payments, rights, or other factors; # to establish and certify the extent of satisfaction of any performance criteria or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; # to prescribe and amend the terms of Award Agreements or other communications evidencing Awards made under this Plan (which need not be identical) (including, without limitation, to modify, amend, or accelerate Awards, subject to Sections 9.6 and 10.4) and the terms of or form of any document or notice requiredmatters are to be delivered tocalculated in connection with, Awards; # determine the Company by Participants under this Plan; # to determine whether, and the extent to which, adjustments are required pursuant to Section 22; # to interpret and construe this Plan, any rules and regulations under this Plan, and the termstiming, terms, and conditions of any Award; # accelerate the time at which all or any part of an Award granted hereunder,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 make exceptionswhat 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 the provisions of [Sections 6(B), 7(B) and 15(B)] hereof, amend or modify the terms of any Award after grant; # establish, amend, suspend, or waive such provisions in good faithrules and regulations and appoint such agents as it shall deem appropriate for the benefitproper administration of the Company;Plan; and # to make allany other determinations deemeddetermination and take any other action that the Committee deems necessary or advisabledesirable for the administration of thisthe Plan subject to the exclusive authority of the Board under Section 15 hereunder to amend, suspend or terminate the Plan.

PowersThe Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Committee. SubjectPlan and subject to such orders or resolutions not inconsistent with the express provisions of thisthe Plan as may from time to time be adopted by the Board, to: # select the Participants 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, including, without limitation, Section 24,to be granted to each Participant hereunder; # determine the Committeenumber 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 Performance Awards made under the Plan shall be authorizeddeferred; # determine whether, to what extent and empowered to take all actions that it determines tounder what circumstances any Award shall be necessarycanceled or appropriatesuspended; # interpret and administer the Plan and any instrument or agreement entered into under or in connection with the administration of this Plan, including, without limitation: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 prescribe, amend and rescindthe extent that the Committee shall deem desirable to carry it into effect; # establish such rules and regulations relating to this Plan and to define terms not otherwise defined herein; # to determine which persons are eligible to be granted Awards under Section 4, to which ofappoint such persons, if any, Awardsagents as it shall be granted hereunder and the timing of any such Awards; # to grant Awards to Participants and determine the terms and conditions of Awards, including the number of Shares subject to Awards, the exercise or purchase price of such Shares, and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; # to establish and certify the extent of satisfaction of any performance criteria or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; # to prescribe and amend the terms of Award Agreements or other communications evidencing Awards made under this Plan (which need not be identical) (including, without limitation, to modify, amend, or accelerate Awards, subject to Sections 9.6 and 10.4) and the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan; # to determine whether, and the extent to which, adjustments are required pursuant to Section 22; # to interpret and construe this Plan, any rules and regulations under this Plan, and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions in good faith anddeem appropriate for the benefitproper administration of the Company;Plan; and # to make allany other determinations deemeddetermination and take any other action that the Committee deems necessary or advisabledesirable for the administration of thisthe Plan.

Powers of the Committee.SECTION # ADMINISTRATION: Subject to the express provisions of this Plan, including, without limitation, Section 24, the Committee shall be authorizedhave authority to administer and empoweredinterpret the Plan, to take all actions that it determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: #interpret any Award Agreement, to prescribe, amendamend, and rescind rules and regulations relating to thisthe Plan and to define terms not otherwise defined herein; # to determine which persons are eligible to be granted Awards under Section 4, to which of such persons, if any, Awards shall be granted hereunder and the timing of any such Awards; # to grant Awards to Participants and determine the terms and conditions of Awards, including the number of Shares subject to Awards, the exercise or purchase price of such Shares, and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; # to establish and certify the extent of satisfaction of any performance criteria or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; # to prescribe and amend the terms of Award Agreements or other communications evidencing Awards made under this Plan (which need not be identical) (including, without limitation, to modify, amend, or accelerate Awards, subject to Sections 9.6 and 10.4) and the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan; # to determine whether, and the extent to which, adjustments are required pursuant to Section 22; # to interpret and construe this Plan, any rules and regulations under this Plan, and the terms and conditions of any Award granted hereunder,Agreement, and to make exceptions to any such provisions in good faith and for the benefit of the Company; and # to make all other determinations deemed necessary or advisable for the administration of the Plan. Any determination by the Committee pursuant to any provision of the Plan or of any Award Agreement will be final and conclusive. No member of the Committee will be liable for any such action or determination made in good faith. In exercising its discretion, the Committee may use such objective or subjective factors as it determines to be appropriate in its sole discretion. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan.Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee. To the extent permitted by law, the Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee. To the extent permitted by law, the Committee may delegate to one or more of its members or one or more officers of the Company the authority, subject to terms and conditions as the Committee shall determine, to # designate Employees to be recipients of Awards under the Plan and # determine the size of any such Awards; provided, however, that: # the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee who is an officer, member of the Board, or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as determined by the Committee in accordance with Section 16 of the Securities Exchange Act of 1934, as amended; # the resolution providing for such authorization sets forth the total number of Shares such officer(s) may grant; and # the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated. The Company will not be required to issue any fractional Shares pursuant to this Plan; the Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

Powers ofThe Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express provisions of thispowers and authorizations conferred on the Committee by the Plan, including, without limitation, Section 24, the Committee shall be authorizedhave full power and empowered to take all actions that it determines to be necessary or appropriate in connection withauthority to: (a) interpret the administration of this Plan, including, without limitation: # to prescribe, amendPlan and any Award Agreement; (b) establish, amend, and rescind any rules and regulations relating to this Plan and to define terms not otherwise defined herein; # tothe Plan; (c) select Participants; (d) determine which persons are eligiblethe type or types of Awards to be granted Awards under Section 4, to which of such persons, if any, Awards shall be granted hereunder and the timing of any such Awards; # to grant Awards to Participants and determine the terms and conditions of Awards, including the number of Shares subject to Awards, the exercise or purchase price of such Shares, and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; # toa Participant; (e) establish and certify the extent of satisfaction of any performance criteria or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; # to prescribe and amend the terms of Award Agreements or other communications evidencing Awards made under this Plan (which need not be identical) (including, without limitation, to modify, amend, or accelerate Awards, subject to Sections 9.6 and 10.4) and the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan; # to determine whether, and the extent to which, adjustments are required pursuant to Section 22; # to interpret and construe this Plan, any rules and regulations under this Plan, and the terms and conditions of any Award granted hereunder,consistent with the terms and to make exceptions to any such provisions in good faith and for the benefitconditions of the Company;Plan; and # to(f) make allany other determinations deemedthat it deems necessary or advisabledesirable for the administration of thisthe Plan. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or in any Award Agreement 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 shall be made in the Committee’s sole and absolute discretion and shall be final, conclusive, and binding on all Participants and other persons.

Powers of the Committee. Subject to the express provisionsterms of this Plan, including, without limitation, Section 24,the Plan and applicable law, the Committee shall be authorizedhave full power and empowered to take all actions that it determines to be necessaryauthority to: # designate Participants; # determine the type or appropriate in connection with the administrationtypes of this Plan, including, without limitation: # to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; # to determine which persons are eligibleAwards (including Substitute Awards) to be granted Awardsto each Participant under Section 4,the Plan; # determine the number of Shares to be covered by (or with respect to which of such persons, if any, Awards shallpayments, rights, or other matters are to be granted hereunder and the timing of any suchcalculated in connection with) Awards; # to grant Awards to Participants and determine the terms and conditions of Awards, including the number of Shares subject to Awards, the exercise or purchase price of such Shares, and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; # to establish and certify the extent of satisfaction of any performance criteria or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; # determine whether, to prescribewhat extent, and amend the terms of Award Agreementsunder what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other communications evidencing Awards made under this Plan (which need not be identical) (including, without limitation, to modify, amend,property, or accelerate Awards, subject to Sections 9.6 and 10.4)canceled, forfeited or suspended, and the termsmethod 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 under the Plan shall be deferred either automatically or at the election of the holder thereof or form of the Committee; # interpret and administer the Plan and any documentinstrument or notice required to be delivered toagreement relating to, or Award made under, the Company by Participants under this Plan; # to determine whether, and the extent to which, adjustments are required pursuant to Section 22; # to interpret and construe this Plan, anyestablish, amend, suspend or waive such rules and regulations under this Plan, and appoint such agents as it shall deem appropriate for the terms and conditionsproper administration of any Award granted hereunder,the Plan; # determine whether and to make exceptionswhat extent Awards should comply or continue to comply with any such provisions in good faith and for the benefitrequirement of the Company;statute or regulation; and # to make allany other determinations deemeddetermination and take any other action that the Committee deems necessary or advisabledesirable for the administration of thisthe Plan. Notwithstanding the foregoing, the Plan will be interpreted and administered by the Committee in a manner that is consistent with the requirements of Code Section 409A to allow for tax deferral thereunder, and the Committee shall take no action hereunder that would result in a violation of Code Section 409A.

Powers of the Committee. Subject to the express provisions of this Plan, including, without limitation, Section 24, the Committee shall be authorized and empowered to take all actions that it determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: # to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; # to determine which persons are eligible to be granted Awards under Section 4, to which of such persons, if any, Awards shall be granted hereunder and the timing of any such Awards; # to grant Awards to Participants and determineExcept for the terms and conditions explicitly set forth in the Plan and to the extent permitted by applicable law, the Committee shall have full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of Awards, includingthe Plan as may from time to time be adopted by the Board or a Committee composed of members of the Board, to # select the Eligible Persons to whom Awards may from time to time be granted under the Plan; # determine the type or types of Award to be granted to each Participant under the Plan; # determine the number of Shares subject to Awards, the exercise or purchase priceshares of such Shares, and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; # to establish and certify the extent of satisfaction of any performance criteria or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; # to prescribe and amend the terms of Award Agreements or other communications evidencing Awards made under this Plan (which need not be identical) (including, without limitation, to modify, amend, or accelerate Awards, subject to Sections 9.6 and 10.4) and the terms of or form of any document or notice requiredCommon Stock to be delivered tocovered by each Award granted under the Company by Participants under this Plan; # to determine whether, and the extent to which, adjustments are required pursuant to Section 22; # to interpret and construe this Plan, any rules and regulations under this Plan, and the terms and conditions of any Award granted hereunder,under the Plan; # approve the forms of notice or agreement for use under the Plan; # determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; # determine whether, to make exceptionswhat extent and under what circumstances cash, shares of Common Stock, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant; # interpret and administer the Plan and any instrument evidencing an Award, notice or agreement executed or entered into under the Plan; # establish such provisions in good faithrules and regulations as it shall deem appropriate for the benefitproper administration of the Company;Plan; # delegate ministerial duties to such of the Company’s employees as it so determines; and # to make allany other determinations deemeddetermination and take any other action that the Committee deems necessary or advisabledesirable for the administration of thisthe Plan.

Powers of the Committee. Subject to the express provisionsterms of this Plan, including, without limitation, Section 24,the Plan and applicable law, the Committee shall be authorizedhave full power and empowered to take all actions that it determines to be necessaryauthority to: # designate Participants; # determine the type or appropriate in connection with the administrationtypes of this Plan, including, without limitation: # to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; # to determine which persons are eligibleAwards (including Substitute Awards) to be granted Awardsto each Participant under Section 4,the Plan; # determine the number of Shares to be covered by (or with respect to which of such persons, if any, Awards shallpayments, rights, or other matters are to be granted hereunder and the timing of any suchcalculated in connection with) Awards; # to grant Awards to Participants and determine the terms and conditions of Awards, including the number of Shares subject to Awards, the exercise or purchase price of such Shares, and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; # to establish and certify the extent of satisfaction of any performance criteria or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; # determine whether, to prescribewhat extent, and amend the terms of Award Agreementsunder what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other communications evidencing Awards made under this Plan (which need not be identical) (including, without limitation, to modify, amend,property, or accelerate Awards, subject to Sections 9.6 and 10.4)canceled, forfeited or suspended, and the termsmethod 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 under the Plan shall be deferred either automatically or at the election of the holder thereof or form of the Committee; # interpret and administer the Plan and any documentinstrument or notice required to be delivered toagreement relating to, or Award made under, the Company by Participants under this Plan; # to determine whether, and the extent to which, adjustments are required pursuant to Section 22; # to interpret and construe this Plan, anyestablish, amend, suspend or waive such rules and regulations under this Plan, and appoint such agents as it shall deem appropriate for the terms and conditionsproper administration of any Award granted hereunder,the Plan; # determine whether and to make exceptionswhat extent Awards should comply or continue to comply with any such provisions in good faith and forrequirement of statute or regulation; # determine whether the benefit of the Company;conditions to forfeit an Award have been met; and # to make allany other determinations deemeddetermination and take any other action that the Committee deems necessary or advisabledesirable for the administration of thisthe Plan. Notwithstanding the foregoing, the Plan will be interpreted and administered by the Committee in a manner that is consistent with the requirements of Code Section 409A to allow for tax deferral thereunder, and the Committee shall take no action hereunder that would result in a violation of Code Section 409A.

PowersAuthority of the Committee. This Plan shall be administered by the Committee except to the extent the Board elects to administer this Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of thisthe Plan, including, without limitation, Section 24,Rule 16b-3 and other applicable laws, the Committee shall be authorizedhave the authority, in its sole and empoweredabsolute discretion, to take all actions that it determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: # to prescribe, amendadopt, amend, and rescind administrative and interpretive rules and regulations relating to this Planthe Plan; # determine the Eligible Persons to whom, and to define terms not otherwise defined herein;the time or times at which, Awards shall be granted; # to determine which persons are eligiblethe type or types of Awards to be granted Awards under Section 4, to whicheach Eligible Person and the amount of such persons, if any, Awardscash or the number of shares of Stock that shall be granted hereunder and the timingsubject of any such Awards;each Award; # to grant Awards to Participants and determine the terms and conditionsprovisions of Awards, including the number of Shares subject to Awards, the exercise or purchase price of such Shares, and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; # to establish and certify the extent of satisfaction of any performance criteria or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; # to prescribe and amend the terms ofeach Award Agreements or other communications evidencing Awards made under this PlanAgreement (which need not be identical) (including, without limitation,, and modifications thereto, including provisions defining or otherwise relating to modify, amend, or accelerate Awards, subject to Sections 9.6 and 10.4)# the term and the termsperiod or periods and extent of or formexercisability of any document or notice required to be delivered to the Company by Participants under this Plan;Options, # to determine whether, and the extent to which, adjustments are requiredwhich the transferability of shares of Stock issued or transferred pursuant to Section 22;any Award is restricted, # to interpretexcept as otherwise provided herein, the effect of termination of employment or other service of a Participant on the Award, and construe this Plan,# the effect of approved leaves of absence (consistent with any rules andapplicable regulations under this Plan, andof the terms and conditionsInternal Revenue Service); # accelerate the time of exercisability or vesting of any Award granted hereunder,that has been granted; # construe the respective Award Agreements and tothe Plan; # make exceptions to any such provisions in good faith and for the benefitdeterminations of the Company;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 amend the Plan; and # to make all other determinations deemeddeterminations, perform all other acts, and exercise all other powers and authority necessary or advisable for administering the administrationPlan. Subject to Rule 16b-3, section 162(m) of this Plan.the Code, and the Nonqualified Deferred Compensation Rules, the Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement in the manner and to the extent it deems necessary or desirable to carry the Plan 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 construed as limiting any power or authority of the Committee.