duly authorized subcommittee thereof) in the interpretation and administration of the Plan or an Award Agreement shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). In the event of a conflict or inconsistency between the Plan and any Award Agreement, the Plan shall govern, and the Award Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency. The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee.
(b)Substitute Awards. Subject to the limitations imposed under Section 7(h) below, Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its Affiliates or a company acquired by the Company or with which the Company combines.
(c)Use of Advisors; Limitation of Liability; Indemnification. The Committee may employ or may consult with counsel, consultants, accountants, appraisers, brokers or other persons, any of whom also may, but need not, be advisors to the Company. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons and shall incur no liability for any action taken, or any determination or interpretation made, in good faith reliance upon such advice, opinions or valuations. No member of the Committee, nor employee, director or representative of the Company, shall be personally liable for any action taken, or determination or interpretation made, in good faith with respect to the Plan or the Awards. In addition to such other rights of indemnification as they may have as members of the Committee, employees, directors and representatives of the Company, all such members of the Committee, employees, directors and representatives shall be fully protected and indemnified to the greatest extent permitted by applicable law by the Company against reasonable expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act, or any determination or interpretation, under or in connection with the Plan or any Award granted or made hereunder, in all cases on behalf of the Company, and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding, if such persons acted on behalf of the Company in good faith and in a manner which they believed to be in, and not opposed to, the best interests of the Company and its Subsidiaries.
(d)Rule 16b-3. To the extent required for Awards to be exempt under Rule 16b-3, all Awards shall be made by members of the Committee who are “non-employee directors” as that term is defined in Rule 16b-3, or by the Board. Notwithstanding any provision of the Plan to the contrary, the Board or the Committee may impose such conditions on any Award, and amend the Plan in any such respects, as may be required to satisfy the requirements of Rule 16b-3.
(e)Delegation of Authority. The Committee, in its discretion, may delegate administrative duties to one or more of its members, to an officer of the Company or to any other person or persons selected by it, provided that the Committee may not delegate the Committee’s authority with respect to non-ministerial actions with respect to individuals who are subject to the reporting and other provisions of Section 16 of the Exchange Act or any successor provision. The Committee, in its discretion, may delegate to the Company’s Chief Executive Officer all or part of the Committee’s authority and duties with respect to Awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act or any successor provision. The Committee may revoke or amend the terms of a delegation at any time, but such action shall not invalidate any prior actions of the Committee’s delegee or delegees that were consistent with the terms of the Plan.
5.
Eligibility
Persons eligible to participate in the Plan include: (i) all employees of the Company and its Subsidiaries (including any entity that becomes a Subsidiary after the Effective Date) who, in the opinion of the Committee in its sole discretion, are Key Employees; (ii) all Non-Employee Directors; and (iii) all individuals providing bona fide consulting or advisory services to the Company or its Subsidiaries (including any entity that becomes a Subsidiary after the Effective Date) who, in the opinion of the Committee in its sole discretion, are Consultants. The grant of an Award shall not obligate the Company to pay a Key Employee, Non-Employee Director, or Consultant any particular amount of remuneration, to continue the employment of a Key Employee or the service of a Non-Employee Director or Consultant after the grant, or to make further grants to a Key Employee, Non-Employee Director or Consultant at any time thereafter.