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6
administer the Plan. The Board may reserve to itself any or all of the authority and responsibility of the Committee
under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved
any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have
all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this
Section 4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions
taken by the Committee, the actions of the Board shall control.
4.2. ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the
Plan, the Committee may from time to time adopt rules, regulations, guidelines and procedures for carrying out the
provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the
Committee may deem appropriate. The Committee’s interpretation of the Plan, any Awards granted under the Plan,
any Award Certificate and all decisions and determinations by the Committee with respect to the Plan are final,
binding, and conclusive on all parties. Each member of the Committee is entitled to, in good faith, rely or act upon
any report or other information furnished to that member by any officer or other employee of the Company or any
Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel or any
executive compensation consultant or other professional retained by the Company to assist in the administration of
the Plan.
4.3. AUTHORITY OF COMMITTEE. Except as provided below, the Committee has the exclusive
power, authority and discretion to:
(a) Grant Awards;
(b) Designate Participants;
(c) Determine the type or types of Awards to be granted to each Participant;
(d) Determine the number of Awards to be granted and the number of Shares or dollar amount
to which an Award will relate;
(e) Determine the terms and conditions of any Award granted under the Plan, including but not
limited to, the exercise price, base price, or purchase price, any restrictions or limitations on the Award, any
schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and
accelerations or waivers thereof, based in each case on such considerations as the Committee in its sole
discretion determines;
(f) Accelerate the vesting, exercisability or lapse of restrictions of any outstanding Award, in
accordance with Article 14, based in each case on such considerations as the Committee in its sole
discretion determines;
(g) Determine whether, to what extent, and under what circumstances an Award may be settled
in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or an
Award may be canceled, forfeited, or surrendered;
(h) Prescribe the form of each Award Certificate, which need not be identical for each
Participant;
(i) Decide all other matters that must be determined in connection with an Award;
(j) Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem
necessary or advisable to administer the Plan;
(k) Make all other decisions and determinations that may be required under the Plan or as the
Committee deems necessary or advisable to administer the Plan;
(l) Amend the Plan or any Award Certificate as provided herein; and