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23. Miscellaneous Provisions.
(a) The Corporation will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Board or
the Compensation Committee may provide for the elimination of fractions or for the settlement of fractions in cash.
(b) This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with
the Corporation or any Subsidiary, nor will it interfere in any way with any right the Corporation or any Subsidiary would otherwise have to
terminate such Participant’s employment or other service at any time.
(c) To the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive
Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will
remain in effect for other Option Rights and there will be no further effect on any provision of this Plan.
(d) The Compensation Committee or an Authorized Officer may provide for termination of an Award in the case of
termination of employment or service of a Participant or any other reason; provided, however, that all Awards of a Participant will be
immediately forfeited and cancelled to the extent the Participant’s employment or service has been terminated for Cause, and the Participant
will have no further rights in respect of such Awards.
(e) No Award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock
thereunder, would be, in the opinion of counsel selected by the Compensation Committee, contrary to law or the regulations of any duly
constituted authority having jurisdiction over this Plan.
(f) Except as required by Section 409A of the Code in connection with a Separation from Service, absence on leave approved
by a duly constituted officer of the Corporation or any of its Subsidiaries shall not be considered interruption or termination of service of any
Employee for any purposes of this Plan or Awards granted hereunder, except that no Awards may be granted to an Employee while he or she
is absent on leave.
(g) Except as specifically provided in Section 9(h), no Participant shall have any rights as a stockholder with respect to any
shares of Common Stock subject to Awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as
the holder of such shares upon the stock records of the Corporation.
(h) The Compensation Committee may condition the grant of any Award or combination of Awards authorized under this
Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the
Corporation or a Subsidiary to the Participant.
(i) Except with respect to Option Rights and Appreciation Rights, the Compensation Committee may permit Participants to
elect to defer the issuance of shares of Common Stock or the settlement of Awards in cash under this Plan pursuant to such rules, procedures
or programs as it may establish for purposes of this Plan. The Compensation
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