9.3 Authority of the Committee. Subject to any specific designation in the Plan, the
Committee has the exclusive power, authority and discretion to:
(a) designate Participants to receive Awards;
(b) determine the type or types of Awards to be granted to each Participant;
(c) determine the number of Awards to be granted and the number of Shares to which an Award will relate;
(d) determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise
price, grant 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, and any provisions
related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;
(e) determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of
an Award may be paid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;
(f) prescribe the form of each Award Agreement, which need not be identical for each Participant;
(g) decide all other matters that must be determined in connection with an Award;
(h) establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;
(i) interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement;
(j) amend terms and conditions of Award Agreements; and
(k) make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary
or advisable to administer the Plan, including design and adopt from time to time new types of Awards that are in compliance with Applicable Laws.
9.4 Decisions Binding. The Committees interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and
all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.
ARTICLE
10
EFFECTIVE AND EXPIRATION DATE
10.1 Effective Date. The Plan shall become effective as of the date on which the Board adopts the Plan or as otherwise specified by the
Board when adopting the Plan (the Effective Date).
10.2 Expiration Date. The Plan will expire on, and no Award
may be granted pursuant to the Plan after the tenth anniversary of the Effective Date. Any Award that is outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award
Agreement.
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