3.2 Grants of Awards. The Committee shall have full authority to grant, pursuant
to the terms of the Plan and applicable law, to Eligible Individuals: (i) Stock Options; (ii) Restricted Stock; (iii) Performance Awards; (iv) Other Stock-Based Awards; and (v) Other Cash-Based Awards. In particular, subject
to the provisions of the Plan and applicable law, the Committee shall have the authority to:
(a) select the Eligible Individuals to
whom Awards may from time to time be granted hereunder;
(b) determine whether and to what extent Awards, or any combination thereof,
are to be granted hereunder to one or more Eligible Individuals;
(c) determine the number of shares of Common Stock to be covered by
each Award granted hereunder;
(d) determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award
granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the
shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);
(e) provide for the accelerated vesting or lapse of restrictions of any Award at any time;
(f) determine the amount of cash (if any) to be covered by each Award granted hereunder;
(g) determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under
Section 6.4(d);
(h) determine whether a Stock Option is an Incentive Stock Option or
Non-Qualified Stock Option;
(i) impose a blackout period during which Options
may not be exercised;
(j) determine whether to require a Participant, as a condition of the granting of any Award, to not sell or
otherwise dispose of shares of Common Stock acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award; and
(k) modify, extend or renew an Award, subject to Article XI and Section 6.4(g) and (l), provided, however, that such action does not
subject the Award to Section 409A of the Code without the consent of the Participant. Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which
the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person
or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of any member of the Company Entities, the
authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of, or which is allocated to, the Committee herein, and which may be so delegated as a matter of law, except for
grants of Awards to Non-Employee Directors. Notwithstanding the foregoing in this Section 3.2, it is intended that any action under the Plan intended to qualify for an exemption provided by Rule 16b-3, and/or the exception under Section 162(m) of the Code related to persons who are subject to Section 16 of the Exchange Act and/or who are, or who are reasonably expected to be, covered
employees for purposes of Section 162(m) of the Code, will be taken only by the Board or by a committee or subcommittee of two or more Qualifying Directors. However, the fact that any member of such committee or subcommittee shall fail to
qualify as a Qualifying Director shall not invalidate any action that is otherwise valid under the Plan.
3.3 Guidelines.
Subject to Article XI hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the
extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreements
relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it shall
deem necessary to
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2022 Proxy Statement
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B - 9
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