OF, AND THE CRITERIA IN, AWARDS IN RECOGNITION OF UNUSUAL
OR NONRECURRING EVENTS (INCLUDING EVENTS DESCRIBED IN SECTION 4.2) AFFECTING AN
EMPLOYER OR THE FINANCIAL STATEMENTS OF AN EMPLOYER, OR IN RESPONSE TO CHANGES
IN APPLICABLE LAWS, REGULATIONS OR ACCOUNTING PRINCIPLES; PROVIDED, HOWEVER,
THAT IN NO EVENT SHALL SUCH ADJUSTMENT INCREASE THE VALUE OF AN AWARD FOR A
PERSON EXPECTED TO BE A COVERED EMPLOYEE FOR WHOM THE COMMITTEE DESIRES TO HAVE
THE PERFORMANCE-BASED EXCEPTION APPLY;
(P)
TO MAKE SUCH ADJUSTMENTS OR MODIFICATIONS TO AWARDS OR TO ADOPT
SUCH SUB-PLANS FOR ELIGIBLE PERSONS WORKING OUTSIDE OF THE UNITED STATES AS ARE
ADVISABLE TO FULFILL THE PURPOSES OF THE PLAN;
(Q)
TO CORRECT ANY DEFECT OR SUPPLY ANY OMISSION OR RECONCILE ANY
INCONSISTENCY, AND TO CONSTRUE AND INTERPRET THE PLAN, THE RULES AND
REGULATIONS, AND 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;
(R)
TO CAUSE THE FORFEITURE OF ANY AWARD OR RECOVER ANY SHARES, CASH
OR OTHER PROPERTY ATTRIBUTABLE TO AN AWARD FOR VIOLATIONS OF ANY COMPANY ETHICS
POLICY OR PURSUANT TO ANY COMPANY COMPENSATION CLAWBACK POLICY;
(S)
TO TAKE ANY OTHER ACTION WITH RESPECT TO ANY MATTERS RELATING TO
THE PLAN FOR WHICH IT IS RESPONSIBLE AND TO MAKE ALL OTHER DECISIONS AND
DETERMINATIONS AS MAY BE REQUIRED UNDER THE TERMS OF THE PLAN OR AS THE
COMMITTEE MAY DEEM NECESSARY OR ADVISABLE FOR THE ADMINISTRATION OF THE PLAN;
AND
(T)
IN ADDITION TO THE DELEGATION AUTHORITY IN SECTION 3.1(B), TO
DELEGATE TO OFFICERS OR MANAGERS OF THE COMPANY, ANY AFFILIATE OR ANY JOINT
VENTURE, THE AUTHORITY, SUBJECT TO SUCH TERMS AS THE COMMITTEE SHALL DETERMINE,
TO PERFORM SPECIFIED FUNCTIONS UNDER THE PLAN (SUBJECT TO SECTION 4.3); PROVIDED
THAT ACTIONS REQUIRED TO PERMIT AWARDS
9
TO SECTION 16 PERSONS TO QUALIFY FOR AN EXEMPTION FROM SECTION 16(B) OF THE
EXCHANGE ACT SHALL NOT BE DELEGATED AND PROVIDED FURTHER THAT ACTIONS REQUIRED
TO BE TAKEN BY THE COMMITTEE TO PERMIT AN AWARD TO QUALIFY FOR THE
PERFORMANCE-BASED EXCEPTION SHALL NOT BE DELEGATED.
Any action of the Committee with respect to the Plan shall be final, conclusive
and binding on all Persons, including the Company, its Affiliates, any Joint
Venture, any Grantee, any Eligible Person, any Person claiming any rights under
the Plan from or through any Grantee, and stockholders, except to the extent the
Committee may subsequently modify, or take further action not consistent with,
its prior action.
If not specified in the Plan, the time at which the Committee
must or may make any determination shall be determined by the Committee, and any
such determination may thereafter be modified by the Committee.
The express
grant of any specific power to the Committee, and the taking of any action by
the Committee, shall not be construed as limiting any power or authority of the
Committee.
Unless otherwise expressly provided in the Plan, all determinations,