Powers of the Board. On behalf of the Company and subject to the provisions of the Plan, the Board shall have the authority and discretion to: # Prescribe, amend and rescind rules and regulations relating to the Plan; # Select Participants to receive Options; # Determine the form and terms of Options; # Determine the number of Shares or other consideration subject to Options; # Determine whether Options will be granted singly, in combination or in tandem with, in replacement of, or as alternatives to, other Options under the Plan or any other incentive or compensation plan of the Company; # Construe and interpret the Plan, any Option Agreement and any other agreement or document executed pursuant to the Plan; # Correct any defect or omission, or reconcile any inconsistency in the Plan, any Option or any Option Agreement; # Determine whether an Option has been earned; # Authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option as made by the Board; # With the consent of the Participant, reprice, cancel and reissue, or otherwise adjust the terms of an Option previously issued to the Participant; and # Make all other determinations deemed necessary or advisable for the administration of the Plan. The interpretations and decisions made by the Board with regard to any question arising under the Plan shall be final and conclusive on all persons participating or eligible to participate in the Plan.

PowersSubject to the limitations of the Board. On behalfPlan, the Board, based upon the recommendation(s) of the Committee, has full power to grant Options, to determine the terms, limitations, restrictions and conditions respecting such Options and to settle, execute and deliver Option Agreements and bind the Company accordingly, to interpret the Plan and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper and to reserve, allot, fix the price of, and issue Shares pursuant to the grant and exercise of Options, all of which powers must be exercised in the best interests of the Company and subject toin keeping with the provisionsobjectives of the Plan, the Board shall have the authority and discretion to: # Prescribe, amend and rescind rules and regulations relating to the Plan; # Select Participants to receive Options; # Determine the form and terms of Options; # Determine the number of Shares or other consideration subject to Options; # Determine whether Options will be granted singly, in combination or in tandem with, in replacement of, or as alternatives to, other Options under the Plan or any other incentive or compensation plan of the Company; # Construe and interpret the Plan, any Option Agreement and any other agreement or document executed pursuant to the Plan; # Correct any defect or omission, or reconcile any inconsistency in the Plan, any Option or any Option Agreement; # Determine whether an Option has been earned; # Authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option as made by the Board; # With the consent of the Participant, reprice, cancel and reissue, or otherwise adjust the terms of an Option previously issued to the Participant; and # Make all other determinations deemed necessary or advisable for the administration of the Plan. The interpretations and decisions made by the Board with regard to any question arising under the Plan shall be final and conclusive on all persons participating or eligible to participate in the Plan.