Section 6. DURATION OF PLAN
The Plan shall continue in effect until March 22, 2033 unless sooner terminated. No Awards shall be granted under this Plan after such date but Awards
granted prior to such date may remain outstanding in accordance with the terms of the Plan and the applicable Award agreement.
Section 7. ADMINISTRATION OF PLAN
(a) This Plan shall be administered by the Board or the Committee, as provided in Section 7(c).
(b) Subject to the provisions of this Plan, the Board or the Committee shall be authorized and empowered to do all
things necessary or desirable in connection with the administration of this Plan, including, without limitation, the following:
(i) adopt,
amend and rescind rules and regulations relating to this Plan;
(ii) determine which persons meet the requirements of Section 2 hereof
for eligibility under this Plan and to which of such eligible persons, if any, Awards shall be granted hereunder;
(iii) grant Awards to
eligible persons and determine the terms and conditions thereof, including the number of Common Shares issuable pursuant thereto, the vesting schedule, forfeiture provisions, performance criteria, and/or satisfaction of any performance criteria;
(iv) determine whether, and the extent to which adjustments are required pursuant to Section 9 hereof; and
(v) interpret and construe this Plan and the terms and conditions of any Award granted hereunder.
(c) The Board may delegate administration of this Plan to a committee composed of not fewer than two (2) members
of the Board (the Committee). To the extent required to satisfy the requirements of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Committee shall
consist of two or more directors that meet the requirement under Rule 16b-3 of the Exchange Act for non-employee directors. If administration is delegated to
a Committee, the Committee shall have, in connection with the administration of this Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of this Plan, as may be adopted
from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of this Plan.
(d) All decisions, determinations and interpretations by the Board or the Committee regarding the Plan shall be final
and binding on all Grantees. The Committee or the Board of Directors, as applicable, shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including,
without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.
(e) The terms and conditions that apply to Awards need not be uniform among all Awards, among all Awards of the same
type, among all Awards granted to the same Grantee, or among all Awards granted at the same time.
Section 8. NO REPRICING
Other than in connection with a change in the Companys capitalization (as described in Section 9(a)), the exercise or purchase price
of an outstanding Stock Option or SAR may not be reduced after the date of grant nor may any outstanding Stock Option or SAR with an exercise or purchase price in excess of the fair market value of the underlying Common Shares be surrendered to the
Company as consideration for cash, the grant of a new Stock Option or SAR (or similar Award) with a lower exercise or purchase price or the grant of another Award without approval by a majority of the holders of the outstanding shares of Common
Shares of the Company.
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