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(d) The Committee may delegate to one or more: (i) of its members or to one or more officers of the Corporation, or to one or more
agents or advisors, such administrative duties or powers as it may deem advisable, and the Board, the Committee, or any person to whom
duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the
Board, the Committee or such person may have under the Plan, and (ii) officers of the Corporation the authority to determine the Participants
to whom Nonqualified Options shall be granted in accordance with Section 17(b), and to determine the number of such Common Shares to
which any such Nonqualified Option shall pertain, subject to the terms and conditions of this Plan and the terms and conditions of an
Evidence of Award.
(e) The Board or the Committee may, by resolution, authorize one or more officers of the Corporation to do one or both of the
following on the same basis as the Board or the Committee: (i) designate employees to be recipients of awards under this Plan; (ii) determine
the size of any such awards; provided, however, that (A) the Board or the Committee shall not delegate such responsibilities to any such
officer for awards granted to an employee who is an officer, director, or more than 10 percent beneficial owner of any class of the
Corporation’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with
Section 16 of the Exchange Act; (B) the resolution providing for such authorization sets forth the total number of Common Shares such
officer(s) may grant; and (iii) the officer(s) shall report periodically to the Board or the Committee, as the case may be, regarding the nature
and scope of the awards granted pursuant to the authority delegated.
18. AMENDMENTS AND OTHER MATTERS.
(a) The Board may at any time and from time to time amend the Plan in whole or in part; provided, however, that (i) any amendment
that must be approved by the stockholders of the Corporation in order to comply with applicable law or the rules of the NASDAQ National
Market shall not be effective unless and until such approval has been obtained and (ii) the provisions of Section 15 may not be amended
following a Change of Control in any way that would adversely affect the rights of holders of awards granted under Sections 4, 5, 6, 7, 8 and
9 hereof.
(b) The Board will not, without the further approval of the shareholders of the Corporation, authorize the amendment of (i) any
outstanding Option Right to reduce the Option Price or (ii) any outstanding Free Standing Appreciation Right to reduce the Base Price per
Common Share. Furthermore, no Option Right or Free Standing Appreciation Right will be cancelled and replaced with an award having a
lower Option Price or Base Price per Common Share. This Section 18(b) is intended to prohibit the repricing of “underwater” Option Right or
Free Standing Appreciation Right and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan.
(c) The Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender 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. Notwithstanding the foregoing provision, a grant of any award or combination of awards on the surrender by the Participant of his
or her right to receive any compensation payment shall comply with Code Section 409A and the guidance and Treasury regulations issued
thereunder, if the compensation payment surrendered by the Participant is considered a “deferral
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