Appendix B
8.
Administration of the Plan
. The Plan shall be administered by the Committee. Subject to the express provisions and limitations set forth in this Plan, the
Committee shall be authorized and empowered to do all things necessary or desirable, in its sole discretion, in connection with the administration of this Plan, including, without limitation, the following:
(a) The Committee may establish, from time to time and at any time, subject to the approval of the Board and subject to the limitations of the Plan as
set forth herein, such rules and regulations and amendments and supplements thereto, as it deems necessary to comply with applicable law and regulation and for the proper administration of the Plan.
(b) The Committee shall from time to time submit to the Board for its approval the names of those executives and employees who, in its opinion, should
receive Awards, and shall recommend the numbers of shares on which Awards should be granted to each such person and the nature of the Awards to be granted.
(c) Awards shall be granted by the Company and shall become effective only after prior approval of the Board or, if authorized by the Board, the Chief
Executive Officer, and upon the execution of a Restricted Stock Agreement, as applicable, between the Company and the recipient of the Award.
(d)
All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The
Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligation to be satisfied through cash payments, through the surrender of shares of
Company Stock which the Participant already owns, or through the surrender of shares of Company Stock to which the Participant is otherwise entitled under the Plan.
(e) The Committees interpretation and construction of the provisions of the Plan and the rules and regulations adopted by the Committee shall be
final, unless otherwise determined by the Board. No member of the Committee or the Board shall be liable for any action taken or determination made, in respect of the Plan, in good faith.
(f) The Committee may impose such other terms and conditions not inconsistent with the terms of the Plan, as it deems advisable, including, without
limitation, restrictions and requirements relating to (i) the registration, listing or qualification of the Company Stock, (ii) the grant or exercise of purchase rights under the Plan, or (iii) the shares of Company Stock acquired
under the Plan.
(g) Notwithstanding any other provisions of the Plan, the Company shall have no obligation to deliver any shares of Company Stock
under the Plan or make any other distribution of benefit under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the Exchange Act or the Securities Act), and the applicable
requirements of any securities exchange or similar entity.
(h) The interpretation and construction of any provision of the Plan by the Committee
shall be final and conclusive as to any Participant. The Committee may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.
(i) A majority of the members of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of the members
present. Any action may be taken by a written instrument signed by all of the members, and any action so taken shall be fully effective as if it had been taken at a meeting.
(j) The Committee may delegate the administration of the Plan to an officer or officers of the Company, and such administrator(s) may have the authority
to execute and distribute agreements or other documents evidencing or relating to Awards granted by the Committee under this Plan, to maintain records relating to the grant, vesting, exercise, forfeiture or expiration of Awards, to process or
oversee the issuance of shares of Company Stock upon the exercise, vesting and/or settlement of an Award, to interpret the terms of Awards and to take such other actions as the Committee may specify, provided that in no case shall any such
administrator be authorized to grant Awards under the Plan. Any action by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee and references in this Plan to the Committee
shall include any such
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