Common use of Powers of the Administrator Clause in Contracts

Powers of the Administrator. In addition to any other powers or authority conferred upon the Administrator elsewhere in the Plan or by law, the Administrator shall have full power and authority: (a) to determine the persons to whom, and the time or times at which, Incentive Options or Nonqualified Options or rights to purchase Restricted Stock shall be granted, the number of shares to be represented by each Option and the number of shares of Restricted Stock to be offered, and the consideration to be received by the Company upon the exercise of such Options or sale of such Restricted Stock; (b) to interpret the Plan; (c) to create, amend or rescind rules and regulations relating to the Plan; (d) to determine the terms, conditions and restrictions contained in, and the form of; Option Agreements and Stock Purchase Agreements; (e) to determine the identity or capacity of any persons who may be entitled to exercise a Participant's rights under any Option or Stock Purchase Agreement under the Plan; (f) to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option Agreement or Stock Purchase Agreement; (g) to accelerate the vesting of any Option or release or waive any repurchase rights of the Company with respect to Restricted Stock; (h) to extend the exercise date of any Option or acceptance date of any Restricted Stock; (i) to provide for rights of first refusal and/or repurchase rights in any Option Agreement or Stock Purchase Agreement; (t) to amend outstanding Option Agreements and Stock Purchase Agreements to provide for, among other things, any change or modification which the Administrator could have included in the original Agreement or in furtherance of the powers provided for herein; and (k) to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or determination made in good faith by the Administrator in the exercise of its authority conferred upon it under the Plan shall be final and binding on the Company and all Participants.

Powers of the Administrator. In addition Subject to any other powers or authority conferred upon the Administrator elsewhere provisions of the Plan and, in the Plan or case of a Committee, the specific duties delegated by lawthe Board to such Committee, the Administrator shall have full power and the authority, in its sole discretion: (a) to determine the persons Fair Market Value in accordance with Section 2(t) above, provided that such determination shall be applied consistently with respect to whomParticipants under the Plan; to select the Employees and Consultants to whom Awards may from time to time be granted; to determine the number of Shares to be covered by each Award; to approve the form(s) of agreement(s) and other related documents used under the Plan; to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times at which, Incentive Options or Nonqualified Options or rights to purchase Restricted Stock shall when Awards may vest and/or be grantedexercised (which may be based on performance criteria), the number of shares to circumstances (if any) when vesting will be represented by each Option and the number of shares of Restricted Stock to accelerated or forfeiture restrictions will be offeredwaived, and the consideration to be received by the Company upon the exercise of such Options any restriction or sale of such limitation regarding any Award, Optioned Stock, or Restricted Stock; to amend any outstanding Award or agreement related to any Optioned Stock or Restricted Stock, including any amendment adjusting vesting (b) to interpret e.g., in connection with a change in the Plan; (c) to create, amend terms or rescind rules and regulations relating conditions under which such person is providing services to the PlanCompany), provided that no amendment shall be made that would materially and adversely affect the rights of any Participant without his or her consent; (d) to determine whether and under what circumstances an Option may be settled in cash under Section 7(c)(iii) below instead of Common Stock; subject to Applicable Laws, to implement an Option Exchange Program and establish the termsterms and conditions of such Option Exchange Program without consent of the holders of capital stock of the Company, conditions provided that no amendment or adjustment to an Option that would materially and restrictions contained in, and adversely affect the form of; Option Agreements and Stock Purchase Agreements; (e) to determine the identity or capacity rights of any persons who may Participant shall be entitled made without his or her consent; to exercise a Participant's rights under approve addenda pursuant to Section 18 below or to grant Awards to, or to modify the terms of, any outstanding Option Agreement or Restricted Stock Purchase Agreement under or any agreement related to any Optioned Stock or Restricted Stock held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences; and to construe and interpret the terms of the Plan; (f) to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in , any Option Agreement or Restricted Stock Purchase Agreement; (g) , and any agreement related to accelerate the vesting of any Option Optioned Stock or release or waive any repurchase rights of the Company with respect to Restricted Stock; (h) to extend the exercise date of any Option or acceptance date of any Restricted Stock; (i) to provide for rights of first refusal and/or repurchase rights in any Option Agreement or Stock Purchase Agreement; (t) to amend outstanding Option Agreements , which constructions, interpretations and Stock Purchase Agreements to provide for, among other things, any change or modification which the Administrator could have included in the original Agreement or in furtherance of the powers provided for herein; and (k) to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or determination made in good faith by the Administrator in the exercise of its authority conferred upon it under the Plan decisions shall be final and binding on the Company and all Participants.

Powers of the Administrator. In addition Subject to any other powers or authority conferred upon the Administrator elsewhere in provisions of the Plan or by law, the Administrator shall have full power and the authority, in its discretion: (a) to determine the persons Fair Market Value; to whom, and select the time or times at which, Incentive Options or Nonqualified Options or rights Employees to purchase Restricted Stock shall whom Awards may be granted, the number of shares granted hereunder; to be represented by each Option and determine the number of shares of Restricted Common Stock to be offered, and the consideration covered by each Award granted hereunder; to be received by the Company upon the exercise approve forms of such Options or sale of such Restricted Stock; (b) to interpret agreement for use under the Plan; to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise or purchase price, the time or times when Awards may be vested, exercised, purchased or granted (c) which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions or repurchase rights, and any restriction or limitation regarding any Award or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; to createconstrue and interpret the terms of the Plan and awards granted pursuant to the Plan, including, but not limited to, a determination of a Participant’s date of termination with respect to any Award granted under the Plan; to prescribe, amend or and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws, satisfying foreign securities law or achieving other foreign legal compliance objectives; to modify or amend each Award (d) subject to determine Section 15 of the termsPlan), conditions and restrictions contained in, and including the form of; Option Agreements and Stock Purchase Agreements; (e) discretionary authority to determine extend the identity post-termination vesting or capacity exercisability or Offering Period of any persons who may be entitled to exercise a Participant's rights under any Option or Stock Purchase Agreement under Awards longer than is otherwise provided for in the Plan; (f) to correct any defect allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or supply any omission SAR or reconcile any inconsistency in the Plan or in any Option Agreement or Stock Purchase Agreement; (g) to accelerate upon the vesting or earlier tax recognition of Restricted Stock that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; to authorize any Option or release or waive any repurchase rights person to execute on behalf of the Company with respect any instrument required to Restricted Stock; (h) to extend effect the exercise date grant of any Option or acceptance date of any Restricted Stock; (i) to provide for rights of first refusal and/or repurchase rights in any Option Agreement or Stock Purchase Agreement; (t) to amend outstanding Option Agreements and Stock Purchase Agreements to provide for, among other things, any change or modification which an Award previously granted by the Administrator could have included in the original Agreement or in furtherance of the powers provided for hereinAdministrator; and (k) to make all other determinations deemed necessary or advisable for the administration of administering the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or determination made in good faith by the Administrator in the exercise of its authority conferred upon it under the Plan shall be final and binding on the Company and all Participants.

Powers of the Administrator. In addition Subject to any other powers or authority conferred upon the Administrator elsewhere in the Plan or by lawexpress provisions of this Plan, the Administrator shall have full power is authorized and authorityempowered to do all things deemed necessary or desirable in connection with the authorization of Awards and the administration of this Plan (in the case of a delegation to a Committee or one or more officers, within the authority delegated to that Committee or person(s)), including, without limitation, the authority to: (a) a. determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive Awards under this Plan; x. xxxxx Awards to Eligible Persons, determine the persons type of Awards to whom, and the time or times at which, Incentive Options or Nonqualified Options or rights to purchase Restricted Stock shall be granted, the number of shares to price at which securities will be represented by each Option offered or awarded and the number of shares of Restricted Stock securities to be offeredoffered or awarded to any of such persons, determine the other specific terms and conditions of such Awards consistent with the express limits of this Plan, establish the installments (if any) in which such Awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the consideration to be received by the Company upon the exercise events of termination or reversion of such Options Awards; c. approve the forms of Award Agreements (which need not be identical either as to type of Award or sale among Participants); d. construe and interpret this Plan and any Award Agreements defining the rights and obligations of such Restricted Stock; (b) to interpret the Company, its Subsidiaries, and Participants under this Plan; (c) to create, further define the terms used in this Plan, and prescribe, 6 amend or and rescind rules and regulations relating to the administration of this Plan or the Awards granted under this Plan; e. ca�ce�, ��dif�, �� �ai�e �he C���a���� �igh�� �i�h �e��ec� ��, �� ��dif�, discontinue, suspend, or terminate any or all outstanding Awards, subject to any required consent under Section 10.5.5; f. extend the vesting or exercisability or extend the term of any or all outstanding Awards (din the case of Options or Stock Appreciation Rights, within the maximum ten (10)-year term of such Awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 10.5.5; g. adjust the number of shares of Common Stock subject to any Award, adjust the price of any or all outstanding Awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to compliance with applicable stock exchange requirements, Sections 4 and 10.5.5, and provided that in no case (except due to an adjustment contemplated by Section 8) shall the terms of any outstanding Awards be amended (by amendment, cancellation and regrant, or other means) to reduce the per share exercise or base price of any outstanding Option or Stock Appreciation Right or other Award granted under this Plan, or be exchanged for cash, other Award or Option or Stock Appreciation Right with an exercise price that is less than the per share exercise price of the original Option or Stock Appreciation Right, without stockholder approval, and further provided that any adjustment or change in terms made pursuant to this Section 1.1g shall be made in a manner that, in the good faith determination of the Administrator will not likely result in the imposition of additional taxes or interest under Section 409A; h. determine the termsdate of grant of an Award, conditions and restrictions contained inwhich may be a designated date af�e� b�� ��� bef��e �he da�e �f �he Ad�i�i���a����� ac�i�� (���e�� otherwise designated by the Administrator, the date of grant of an Award shall be the date upon which the Administrator took the action granting an Award); i. determine whether, and the form ofextent to which, adjustments are required pursuant to Section 8 hereof and authorize the termination, conversion, substitution, acceleration or succession of Awards upon the occurrence of an event of the type described in Section 8; Option Agreements and Stock Purchase Agreements; (e) to determine the identity j. acquire or capacity of any persons who may be entitled to exercise a Participant's settle rights under any Option Awards in cash, stock of equivalent value, or Stock Purchase Agreement under other consideration, subject to the provision of the Plan; (f) to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option Agreement or Stock Purchase Agreement; (g) to accelerate the vesting of any Option or release or waive any repurchase rights of the Company with respect to Restricted Stock; (h) to extend the exercise date of any Option or acceptance date of any Restricted Stock; (i) to provide for rights of first refusal and/or repurchase rights in any Option Agreement or Stock Purchase Agreement; (t) to amend outstanding Option Agreements and Stock Purchase Agreements to provide for, among other things, any change or modification which the Administrator could have included in the original Agreement or in furtherance of the powers provided for herein; and (k) to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or determination made in good faith by the Administrator in the exercise of its authority conferred upon it under the Plan shall be final and binding on the Company and all Participants.7

Powers of the Administrator. In addition Subject to any other powers or authority conferred upon the Administrator elsewhere in provisions of the Plan or by lawPlan, the Administrator shall have full power and the authority, in its sole discretion: (ai) to determine the persons to whomFair Market Value in accordance with Section 2(u) above, and the time or times at which, Incentive Options or Nonqualified Options or rights to purchase Restricted Stock provided that such determination shall be granted, the number of shares applied consistently with respect to be represented by each Option and the number of shares of Restricted Stock to be offered, and the consideration to be received by the Company upon the exercise of such Options or sale of such Restricted Stock; (b) to interpret the Plan; (c) to create, amend or rescind rules and regulations relating to the Plan; (d) to determine the terms, conditions and restrictions contained in, and the form of; Option Agreements and Stock Purchase Agreements; (e) to determine the identity or capacity of any persons who may be entitled to exercise a Participant's rights under any Option or Stock Purchase Agreement Participants under the Plan; (fii) to correct any defect or supply any omission or reconcile any inconsistency in select the Plan or in any Option Agreement or Stock Purchase AgreementEmployees and Consultants to whom Awards may from time to time be granted; (giii) to accelerate determine the vesting number of any Option or release or waive any repurchase rights of the Company with respect Shares to Restricted Stockbe covered by each Award; (hiv) to extend approve the exercise date form(s) of any Option or acceptance date of any Restricted Stockagreement(s) and other related documents used under the Plan; (iv) to provide for rights of first refusal and/or repurchase rights in any Option Agreement or Stock Purchase Agreement; (t) to amend outstanding Option Agreements determine the terms and Stock Purchase Agreements to provide forconditions, among other things, any change or modification which not inconsistent with the Administrator could have included in the original Agreement or in furtherance of the powers provided for herein; and (k) to make all other determinations necessary or advisable for the administration terms of the Plan, of any Award granted hereunder, which terms and conditions include but only are not limited to the exercise or purchase price, the time or times when Awards may vest and/or be exercised (which may be based on performance criteria), the circumstances (if any) when vesting will be accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any Award, Optioned Stock, or Restricted Stock or Stock Appreciation Right or Phantom Stock; (vi) to amend any outstanding Award or agreement related to any Optioned Stock or Restricted Stock or Stock Appreciation Right or Phantom Stock, including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would materially and adversely affect the rights of any Participant without his or her consent; (vii) to determine whether and under what circumstances an Option may be settled in cash under Section 7(c)(iii) below instead of Common Stock; (viii) subject to Applicable Laws, to implement an Option Exchange Program and establish the terms and conditions of such Option Exchange Program without consent of the holders of capital stock of the Company, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Participant shall be made without his or her consent; (ix) to approve addenda pursuant to Section 17 below or to grant Awards to, or to modify the terms of, any outstanding Award Agreement or any agreement related to any Optioned Stock or Restricted Stock, or Stock Appreciation Right or Phantom Stock held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent not contrary necessary or appropriate to accommodate such differences; and (x) to construe and interpret the express provisions terms of the Plan. Any action, decisionany Award Agreement and any agreement related to any Optioned Stock or Restricted Stock, interpretation Stock Appreciation Right or determination made in good faith by the Administrator in the exercise of its authority conferred upon it under the Plan Phantom Stock, which constructions, interpretations and decisions shall be final and binding on the Company and all Participants.