Section 5: Administration
Compensation Committee Administration
The Plan shall be administered by the Compensation Committee; provided, however, that except as otherwise expressly provided in this Plan, the Board may exercise any power or authority granted to the Compensation Committee under this Plan and, in that case, references herein shall be deemed to include references to the Board. If at any time the Compensation Committee shall not be in existence, the Board shall administer the Plan, and in such case, all references to the Compensation Committee herein shall include the Board.
Subject to the terms of the Plan and applicable law, the Compensation Committee shall have full discretionary power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards granted to Participants; (iv) determine the terms and conditions of any Award granted to a Participant, including any Award agreement related thereto; (v) determine whether, to what extent, and under what circumstances Awards granted to Participants may be amended, modified, or cancelled under Section 10(d) of the Plan; (vi) construe, interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (vii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Compensation Committee, may be made at any time, and shall be final, conclusive and binding upon all persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any shareholder and any employee of the Company or of any Affiliate. The express grant of any specific power to the Compensation Committee, and the taking of any action by the Compensation Committee, shall not be construed as limiting any power or authority of the Compensation Committee. The Compensation Committee may delegate to members of the Board, or committee thereof, or officers or managers of the Company, the authority subject to such terms and conditions as the Compensation Committee shall determine, to perform such functions, including administrative functions, as the Compensation Committee may determine to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) of the 1934 Act for Awards granted to Participants who are then Reporting Persons in respect of the Company.
The Compensation Committee, and not the Board, shall exercise sole and exclusive discretion on any matter relating to a Participant who is then a Reporting Person with respect to the Company to the extent necessary in order that transactions by such Participant shall be exempt under Rule 16b-3 under the 1934 Act.
The Compensation Committee and the Board and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company, the Company’s independent auditors, Company consultants or any other agents assisting in the administration of the Plan. Members of the Compensation Committee and the Board, and any officer or employee of the Company acting at the direction or on behalf of the Compensation Committee or the Board, shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.
Section 6: Eligibility
The Compensation Committee may designate any of the following as a Participant from time to time: any officer or other employee of the Company or any of its Affiliates or an individual that the Company or an Affiliate has engaged to become an officer or other employee. The Compensation Committee’s designation of a Participant in any year will not require the Compensation Committee to designate such person to receive an Award in any other year.
