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 all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine the Eligible Persons to whom Awards shall be granted under the Plan, # prescribe the restrictions, terms and conditions of all Awards, # interpret the Plan and terms of 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, # make all determinations with respect to a Participant’s Service and the termination of such Service for purposes of any Award, # correct any defect(s) or omission(s) or reconcile any ambiguity(ies) or inconsistency(ies) in the Plan or any Award thereunder, # make all determinations it deems advisable for the administration of the Plan, # decide all disputes arising in connection with the Plan and to otherwise supervise the administration of the Plan, # subject to the terms of the Plan, amend the terms of an Award in any manner that is not inconsistent with the Plan, # accelerate the vesting or, to the extent applicable, exercisability of any Award at any time (including, but not limited to, upon a Change in Control or upon termination of Service of a Participant under certain circumstances (including, without limitation, upon retirement)) and # adopt such procedures, modifications or subplans as are necessary or appropriate to permit participation in the Plan by Eligible Persons who are foreign nationals or provide services outside of the United States. The Committee’s determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such Persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Company or board of directors of a Subsidiary or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations, and actions by the Committee shall be final, conclusive, and binding upon all parties.

Committee Authority. The Committee shall have the sole authority to # determine the individuals to whom Grants shall be made under the Plan, # determine the type, size and terms of the Grants to be made to each such individual, # determine the time when the Grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and vesting and the acceleration of exercisability and vesting, # amend the terms of any previously issued Grant, and # resolve any other matters arising under the Plan.

General Committee Authority. Each Committee shall have solely the powers expressly assigned to it in this Article 3 and elsewhere in this Agreement. No Committee shall have any power to interpret, amend, modify, or determine or waive compliance with, this Agreement.

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.

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 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 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. .

General Committee Authority. Each Committee shall have solely the powers expressly assigned to it in this Article 2 (or as delegated to it by the JSC or China Committee) and elsewhere in this Agreement. No Committee shall have any power to amend, modify, or waive compliance with this Agreement (or any agreement entered into in connection with this Agreement). It is expressly understood and agreed that the control of decision-making authority pursuant to Section 2.2(e), so as to resolve a disagreement or deadlock on the China Committee

General Committee Authority. The JSC (and any subcommittee established by it) has solely the powers expressly assigned to it in this Section 2. Neither the JSC nor any subcommittee established by it will have any power to amend, modify, or waive the terms of this Agreement or compliance with the terms of this Agreement.