(b) to determine the type of Award granted and to designate Options as
Incentive Stock Options or Nonstatutory Stock Options;
(c) to determine the Fair Market Value of shares of Stock or other
property;
(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical)
and any shares acquired pursuant thereto, including, without limitation, (i) the purchase price of any Stock, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax
withholding obligation arising in connection with any Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of exercisability or vesting of any Award or any shares acquired pursuant thereto,
(v) the time of the expiration of any Award, (vi) the effect of the Participants termination of Service on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to any Award or shares acquired
pursuant thereto not inconsistent with the terms of the Plan;
(e) to determine whether an Award of Restricted Stock Units
or Performance Shares, or Stock Appreciation Rights will be settled in shares of Stock, cash, or in any combination thereof;
(f) to approve one or more forms of Award Agreement;
(g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or
any shares acquired pursuant thereto;
(h) to accelerate, continue, extend or defer the exercisability or vesting of any
Award or any shares acquired pursuant thereto, including, without limitation, with respect to the period following a Participants termination of Service;
(i) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or
alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Awards;
(j) to authorize, in conjunction with any applicable Company deferred compensation plan, that the receipt of cash or Stock
subject to any Award under this Plan, may be deferred under the terms and conditions of such Company deferred compensation plan;
(k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make
all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and/or
(l) to provide for a clawback of an Award pursuant to the provisions of Section 14.5 below.
3.4 Minimum Vesting Periods. Notwithstanding Section 3.3(d) above, Awards to Employees (other than Substitute Awards)
shall not vest or otherwise become exercisable earlier than one year following the date of grant, subject to accelerated vesting in the Committees discretion in the event of the death or Disability of the Participant, special circumstances
determined by the Committee, or a Change in Control. Notwithstanding the foregoing, the restrictions in the preceding sentence shall not be applicable to the grant of up to 5% of the number of shares of Stock available for Awards under
Section 4.1 on the Effective Date.
3.5 No Repricing. Notwithstanding anything in this Plan to the
contrary, no amendment or modification may be made to an outstanding Option or SAR, including, without limitation, by replacement of Options or SARs with cash or other award type, that would be treated as a repricing under the rules of the
securities exchange or market system constituting the primary market for the Stock, in each case, without the approval of the shareholders of the Company, provided, that, appropriate adjustments may be made to outstanding Options and SARs pursuant
to Section 10 and may be made to make changes to achieve compliance with applicable law, including Code Section 409A.
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