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16. FOREIGN PARTICIPANTS. In order to facilitate the making of any award or combination of awards under this Plan, the Committee
may provide for such special terms for awards to Participants who are foreign nationals, or who are employed by or engaged as consultants to
the Corporation or any Subsidiary outside of the United States of America, as the Committee may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom. In addition, the Committee may approve such supplements to, or amendments,
restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the
terms of this Plan as in effect for any other purpose; provided, however, that no such supplements, amendments, restatements or alternative
versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been
amended to eliminate the inconsistency without further approval by the stockholders of the Corporation.
17. ADMINISTRATION OF THE PLAN.
(a) This Plan shall be administered by the Committee (or a subcommittee consisting exclusively of not less than two or more
members of the Board, each of whom shall be a “non-employee director” within the meaning of Rule 16b-3 and an “outside director” within
the meaning of Section 162(m) of the Code). A majority of the Committee (or subcommittee) shall constitute a quorum, and the acts of the
members of the Committee (or subcommittee) present at any meeting thereof at which a quorum is present, or acts unanimously approved by
members of the Committee (or subcommittee) in writing, shall be the acts of the Committee (or subcommittee).
(b) The Committee may from time to time reserve a specified number of Common Shares, subject to adjustment as provided in
Section 11 of this Plan, for grants of Nonqualified Options to New Hires upon commencement of their employment with the Corporation or
any Subsidiary, or to any Participant in connection with a promotion or other form of special recognition approved in writing by the Chief
Executive Officer. For the purposes of Section 4(b) of this Plan, as it relates to any Nonqualified Option that shall be granted pursuant to this
Section 17(b), (i) the Date of Grant shall be the date on which the New Hire’s employment with the Corporation or any Subsidiary actually
commences or the date of promotion or in such case, the date such other form of special recognition is approved in writing by the Chief
Executive Officer, as the case may be, and (ii) unless the Committee determines otherwise, the Option Price per Common Share shall be the
closing price of the Common Shares on the NASDAQ Stock Market on the Date of Grant.
(c) The Committee shall have full discretionary authority in all matters relating to the discharge of its responsibilities under this
Plan, including, without limitation, its exercise of negative discretion in determining the size of an award if the Management Objective has
been achieved, if in the Committee’s sole judgment, such application is appropriate in order to act in the best interests of the Corporation and
its stockholders. The interpretation and construction by the Committee of any provision of this Plan or any Evidence of Award, and any
determination by the Committee, including, without limitation, eligibility for participation and awards pursuant to any provision of this Plan
or any such Evidence of Award, shall be final and conclusive. No member of the Committee shall be liable for any such action taken or
determination made in good faith.
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