Common use of Powers of the Board Clause in Contracts

Powers of the Board. Subject to the provisions of this Plan and the ------------------- approval of any relevant authorities, the Board shall have the authority in its sole discretion: (i) to determine the Fair Market Value; (ii) to select the Employees to whom Options may from time to time be granted hereunder; (iii) to determine the number of Class B Shares to be covered by each such award granted hereunder; (iv) to approve forms of agreement for use under the Plan; (v) to determine the terms and conditions of any Option granted hereunder (such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may vest or be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Class B Share relating thereto, based in each case on such factors as the Board, in its sole discretion, shall determine); (vi) to determine whether to offer to buyout a previously granted Option as provided in Section 10(g) hereof and to determine the terms and conditions of such offer and buyout (including whether payment is to be made in cash or Class B Shares); (vii) to prescribe, amend and rescind rules and regulations relating to the Plan; (viii) to allow Holders to satisfy withholding tax obligations by electing to have the Company withhold from the Class B Shares to be issued upon exercise of an Option that number of Class B Shares having a Fair Market Value equal to the minimum amount required to be withheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income. The Fair Market Value of the Class B 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 Holders to have Class B Shares withheld for this purpose shall be made in such form and under such conditions as the Board may deem necessary or advisable; (ix) to amend the Plan or any Option granted under the Plan as provided in Section 14; and (x) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan and to exercise such powers and perform such acts as the Board deems necessary or desirable to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

Powers of the Board. Subject to the provisions of this Plan and the ------------------- approval of any relevant authorities, the Board shall have the authority in its sole discretion: (i) to determine the Fair Market Value; (ii) to select the Employees to whom Options may from time to time be granted hereunder; (iii) to determine the number of Class B Shares to be covered by each such award granted hereunder; (iv) to approve forms of agreement for use under the Plan; (v) to determine the terms and conditions of any Option granted hereunder (such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may vest or be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Class B Share relating thereto, based in each case on such factors as the Board, in its sole discretion, shall determine); (vi) to determine whether to offer to buyout a previously granted Option as provided in Section 10(g) hereof and to determine the terms and conditions of such offer and buyout (including whether payment is to be made in cash or Class B Shares); (vii) to prescribe, amend and rescind rules and regulations relating to the Plan; (viii) to allow Holders to satisfy withholding tax obligations by electing to have the Company withhold from the Class B Shares to be issued upon exercise of an Option that number of Class B Shares having a Fair Market Value equal to the minimum amount required to be withheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income. The Fair Market Value of the Class B 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 Holders to have Class B Shares withheld for this purpose shall be made in such form and under such conditions as the Board may deem necessary or advisable; (ix) to amend the Plan or any Option granted under the Plan as provided in Section 14; and (x) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan and to exercise such powers and perform such acts as the Board deems necessary or desirable to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

Powers of the Board. Subject In addition to any other powers set forth in the Plan and subject to the provisions of this Plan and the ------------------- approval of any relevant authoritiesPlan, the Board shall have the authority full and final power and authority, in its sole discretion: (ia) to determine the persons to whom, and the time or times at which, Options shall be granted and the number of shares of Stock to be subject to each Option; (b) to designate Options as Incentive Stock Options or Nonstatutory Stock Options; (c) to determine the Fair Market ValueValue of shares of Stock or other property; (ii) to select the Employees to whom Options may from time to time be granted hereunder; (iiid) to determine the number terms, conditions and restrictions applicable to each Option (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price of Class B Shares to be covered the Option, (ii) the method of payment for shares purchased upon the exercise of the Option, (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Option or such shares, including by each such award granted hereunder; the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability of the Option or the vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the Optionee's termination of Service with the Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to approve forms the Option or such shares not inconsistent with the terms of agreement for use under the Plan; (ve) to determine approve one or more forms of Option Agreement; (f) to amend, modify, extend, cancel, renew, reprice or otherwise adjust the terms and exercise price of, or grant a new Option in substitution for, any Option or to waive any restrictions or conditions applicable to any Option or any shares acquired upon the exercise thereof; (g) to accelerate, continue, extend or defer the exercisability of any Option granted hereunder (such terms and conditions include, but are not limited to, or the vesting of any shares acquired upon the exercise pricethereof, including with respect to the time or times when Options may vest or be exercised (which may be based on performance criteria), any vesting acceleration or waiver period following an Optionee's termination of forfeiture restrictions, and any restriction or limitation regarding any Option or Class B Share relating thereto, based in each case on such factors as Service with the Board, in its sole discretion, shall determine)Participating Company Group; (vi) to determine whether to offer to buyout a previously granted Option as provided in Section 10(g) hereof and to determine the terms and conditions of such offer and buyout (including whether payment is to be made in cash or Class B Shares); (viih) to prescribe, amend or rescind rules, guidelines and rescind rules and regulations policies relating to the Plan; (viii) , or to allow Holders to satisfy withholding tax obligations by electing to have adopt supplements to, or alternative versions of, the Company withhold from the Class B Shares to be issued upon exercise of an Option that number of Class B Shares having a Fair Market Value equal to the minimum amount required to be withheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income. The Fair Market Value of the Class B 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 Holders to have Class B Shares withheld for this purpose shall be made in such form and under such conditions as the Board may deem necessary or advisable; (ix) to amend the Plan or any Option granted under the Plan as provided in Section 14; and (x) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan and to exercise such powers and perform such acts Plan, including, without limitation, as the Board deems necessary or desirable to promote the best interests of the Company which are not in conflict comply with the provisions of laws of, or to accommodate the Plantax policy or custom of, foreign jurisdictions whose citizens may be granted Options; and (i) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations and take such other actions with respect to the Plan or any Option as the Board may deem advisable to the extent consistent with the Plan and applicable law.

Powers of the Board. Subject to the express provisions of this Plan and the ------------------- approval of any relevant authoritiesPlan, the Board shall have the has full and final authority in its and sole discretiondiscretion as follows: (ia) taking into consideration the reasonable recommendations of management, to determine when, to whom and in what types and amounts Awards should be granted and the terms and conditions applicable to each Award, including the Option Price, the Option Term, the Restrictions, the benefit payable under any SAR, Performance Unit or Performance Share and whether or not specific Awards shall be granted in connection with other specific Awards, and if so whether they shall be exercisable cumulatively with, or alternatively to, such other specific Awards; (b) to determine the Fair Market Valueamount, if any, that a Grantee shall pay for Restricted Shares, whether and on what terms to permit or require the payment of cash dividends thereon to be deferred, when Restrictions on Restricted Shares (including Restricted Shares acquired upon the exercise of an Option) shall lapse and whether such shares shall be held in escrow; (iic) to select construe and interpret the Employees Plan and to whom Options may from time to time be granted hereunder; (iii) to determine make all determinations necessary or advisable for the number administration of Class B Shares to be covered by each such award granted hereunder; (iv) to approve forms of agreement for use under the Plan; (vd) to make, amend, and rescind rules relating to the Plan, including rules with respect to the exercisability and nonforfeitability of Awards and lapse of Restrictions upon the Termination of Affiliation of a Grantee; (e) to determine the terms and conditions of any Option granted hereunder (such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may vest or be exercised all Award Agreements (which may need not be based on performance criteria)identical) and, with the consent of the Grantee, to amend any vesting acceleration such Award Agreement at any time, among other things, to permit transfers of such Awards to the extent permitted by the Plan; provided that the consent of the Grantee shall not be required for any amendment which (A) does not adversely affect the rights of the Grantee, or waiver of forfeiture restrictions, and any restriction (B) is necessary or limitation regarding any Option or Class B Share relating thereto, based in each case on such factors advisable (as determined by the Board, ) to carry out the purpose of the Award as a result of any new or change in its sole discretion, shall determine)existing applicable law; (vif) to determine whether to offer to buyout a previously granted Option as provided in Section 10(g) hereof cancel, with the consent of the Grantee, outstanding Awards and to determine the terms and conditions of such offer and buyout (including whether payment is grant new Awards in substitution therefor; provided that any replacement grant that would be considered a repricing shall be subject to be made in cash or Class B Shares)shareholder approval; (viig) to prescribeaccelerate the exercisability (including exercisability within a period of less than six months after the Grant Date) of, amend and rescind to accelerate or waive any or all of the terms conditions or Restrictions applicable to, any Award or any group of Awards for any reason and at any time, including in connection with a Termination of Affiliation; (h) subject to Section 5.3, to extend the time during which any Award or group of Awards may be exercised; (i) to make such adjustments or modifications to Awards to Grantees who are located outside the United States as are advisable to fulfill the purposes of the Plan or to comply with applicable local law; (j) to delegate to any member of the Board or committee of Board members such of its powers as it deems appropriate, including the power to subdelegate, except that only a member of the Board of Directors of the Company (or a committee thereof) may grant Awards from time to time to specified categories of Eligible Directors in amounts and on terms to be specified by the Board; provided that no such grants shall be made other than by the Board or the Plan Committee to individuals who are then Section 16 Persons; (k) to delegate to officers, employees or independent contractors of the Company matters involving the routine administration of the Plan and which are not specifically required by any provision of the Plan to be performed by the Board of Directors of the Company; (l) to correct any defect or supply any omission or reconcile any inconsistency, and construe and interpret the Plan, the rules and regulations regulations, any Award Agreement or any other instrument entered into or relating to an Award under the Plan, and to make all determinations, including factual determinations, necessary or advisable for the administration of the Plan; (viiim) to allow Holders to satisfy withholding tax obligations by electing to have impose such additional terms and conditions upon the Company withhold from the Class B Shares to be issued upon grant, exercise or retention of an Option that number of Class B Shares having a Fair Market Value equal to the minimum amount required to be withheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income. The Fair Market Value of the Class B 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 Holders to have Class B Shares withheld for this purpose shall be made in such form and under such conditions Awards as the Board may, before or concurrently with the grant thereof, deem appropriate, including limiting the percentage of Awards which may deem necessary or advisable;from time to time be exercised by a Grantee; and (ixn) to amend take any other action with respect to any matters relating to the Plan for which it is responsible. All determinations on any matter relating to the Plan or any Option granted under Award Agreement may be made in the Plan as provided in Section 14; and (x) to construe sole and interpret the terms absolute discretion of the Plan Board, and awards granted pursuant to the fullest extent permitted by the applicable law all such determinations of the Board shall be final, conclusive and binding on all Persons. To the fullest extent permitted by the applicable law no member of the Board shall be liable for any action or determination made with respect to the Plan and to exercise such powers and perform such acts as the Board deems necessary or desirable to promote the best interests of the Company which are not in conflict with the provisions of the Planany Award.

Powers of the Board. Subject to The Board will have the power, subject to, and within the limitations of, the express provisions of this Plan and the ------------------- approval of any relevant authorities, the Board shall have the authority in its sole discretionPlan: (i) To determine (A) who will be granted Stock Awards; (B) when and how each Stock Award will be granted; (C) what type of Stock Award will be granted; (D) the provisions of each Stock Award (which need not be identical), including when a person will be permitted to determine exercise or otherwise receive cash or Common Stock under the Stock Award; (E) the number of shares of Common Stock subject to, or the cash value of, a Stock Award; and (F) the Fair Market Value;Value applicable to a Stock Award. (ii) To construe and interpret the Plan and Stock Awards granted under it, and to select establish, amend and revoke rules and regulations for administration of the Employees Plan and Stock Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to whom Options may from time the extent it will deem necessary or expedient to time be granted hereunder;make the Plan or Stock Award fully effective. (iii) to determine To settle all controversies regarding the number of Class B Shares to be covered by each such award Plan and Stock Awards granted hereunder;under it. (iv) To accelerate, in whole or in part, the time at which a Stock Award may be exercised or vest (or the time at which cash or shares of Common Stock may be issued in settlement thereof). (v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or a Stock Award Agreement, suspension or termination of the Plan will not impair a Participant’s rights under the Participant’s then-outstanding Stock Award without the Participant’s written consent except as provided in subsection (viii) below. (vi) To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or bringing the Plan or Stock Awards granted under the Plan into compliance with the requirements for Incentive Stock Options or ensuring that they are exempt from, or compliant with, the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. If required by applicable law or listing requirements, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Stock Awards available for issuance under the Plan. Except as otherwise provided in the Plan or a Stock Award Agreement, no amendment of the Plan will materially impair a Participant’s rights under an outstanding Stock Award without the Participant’s written consent. (vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 422 of the Code regarding Incentive Stock Options. (viii) To approve forms of agreement Stock Award Agreements for use under the Plan; (v) Plan and to determine amend the terms and conditions of any Option granted hereunder (such terms and conditions includeone or more Stock Awards, including, but are not limited to, amendments to provide terms more favorable to the exercise priceParticipant than previously provided in the Stock Award Agreement, subject to any specified limits in the time or times when Options may vest or Plan that are not subject to Board discretion; provided however, that a Participant’s rights under any Stock Award will not be exercised impaired by any such amendment unless (which may be based on performance criteria), any vesting acceleration or waiver A) the Company requests the consent of forfeiture restrictionsthe affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any restriction or limitation regarding any Option or Class B Share relating thereto, based in each case on such factors as amendment if the Board, in its sole discretion, shall determine); determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and (vi2) to determine whether to offer to buyout a previously granted Option as provided in Section 10(g) hereof and to determine the terms and conditions of such offer and buyout (including whether payment is to be made in cash or Class B Shares); (vii) to prescribe, amend and rescind rules and regulations relating subject to the Plan; (viii) to allow Holders to satisfy withholding tax obligations by electing to have the Company withhold from the Class B Shares to be issued upon exercise limitations of an Option that number of Class B Shares having a Fair Market Value equal to the minimum amount required to be withheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income. The Fair Market Value of the Class B 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 Holders to have Class B Shares withheld for this purpose shall be made in such form and under such conditions as applicable law, if any, the Board may deem necessary amend the terms of any one or advisable;more Stock Awards without the affected Participant’s consent (A) to maintain the qualified status of the Stock Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in impairment of the Stock Award solely because it impairs the qualified status of the Stock Award as an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Stock Award into compliance with, Section 409A of the Code; or (D) to comply with other applicable laws. (ix) to amend the Plan or any Option granted under the Plan as provided in Section 14; and (x) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan and Generally, to exercise such powers and to perform such acts as the Board deems necessary or desirable expedient to promote the best interests of the Company which and that are not in conflict with the provisions of the PlanPlan or Stock Awards. (x) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Stock Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction). (xi) To effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other valuable consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering the same or a different number of shares of Common Stock as the cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting principles.