Unless otherwise expressly provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to the Plan will be within the sole discretion of the Committee, may be made at any time and will be final, conclusive, and binding upon all persons, including
the Company, any
Subsidiary, any Participant and any Employee.
Subject to the terms of the Plan and applicable law, the Committee may delegate
ministerial duties associated with the administration of the Plan to such of
the Company’s officers, employees or agents as the Committee may determine.
No member of the Board or Committee will be liable for any action taken or determination
made in good faith with respect to the Plan. In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of
the Company or a Designated Subsidiary, members of the Board and Committee and
any officers or employees of
the Company or Designated Subsidiary to whom authority to act for the Committee is delegated will be indemnified by
the Company from and against any and all liabilities, costs and expenses incurred by such persons
as a result of any act or omission to act in connection with the performance of such person’s duties, responsibilities and obligations under the Plan if such person has acted in good faith and in a manner that he or she reasonably believes to
be in, or not opposed to, the best interests of
the Company.
14. Designation of Beneficiary.
(a) A Participant may file a designation, including by electronic means, as determined by
the Committee from time to time, of a beneficiary who is to receive: (i) any shares and any cash, if any, from the Participant’s Recordkeeping Account under the Plan in the event of the Participant’s death subsequent to a Purchase Date on which
the Option is Exercised, but before delivery to the Participant of the shares of Common Stock and cash, or (ii) any cash from the Participant’s Recordkeeping Account under the Plan in the event of the Participant’s death before Exercise of the
Option. If a Participant is married and the designated beneficiary is not the Participant’s spouse, spousal consent will be required for such designation to be effective on such forms as approved by the Committee. Such designation of
beneficiary may be changed by the Participant at any time by written notice, including electronic as determined by the Committee, subject to the requirements in the preceding sentence. No beneficiary will, prior to the death of the Participant
by whom the Participant has been designated, acquire any interest in any shares of Common Stock or in any Option or cash credited to the Participant’s account.
(b) In the event of a Participant’s death and in the absence of a beneficiary validly
designated under the Plan who is living at the time of the Participant’s death, the Committee will deliver the shares of Common Stock and/or cash first to the Participant’s spouse, if any, and then to the executor or administrator of the estate
of the Participant or, if to the best of the Committee’s knowledge no such executor or administrator has been appointed, the Committee, in its sole discretion, may deliver such shares and/or cash to any one or more dependents or relatives of
the Participant, or if no spouse, dependent, or relative is known to the Committee, then to such other person as the Committee may designate. The Committee may require reasonable proof of the identity and existence at the Participant’s death of
the beneficiary validly designated under this Section 14. The Committee will not be responsible for or be required to give effect to the disposition of any cash or shares of Common Stock in accordance with any will or other testamentary
disposition made by the Participant or in accordance with the provision of any law concerning intestacy, or otherwise.
15. Transferability. Neither payroll
deductions credited to a Participant’s Recordkeeping Account nor any rights with regard to the Exercise of an Option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
(other than by will, the laws of descent and distribution, or as provided in Section 14) by the Participant. Any such attempt at assignment, transfer, pledge, or other disposition is void and without effect, except that the Committee may treat
such act as an election to withdraw funds from an Offering Period in accordance with Section 9.
16.
Use of Funds. The Recordkeeping
Accounts are established solely for accounting purposes, and all payroll deductions received or held by
the Company in the Recordkeeping Accounts under the Plan will be general corporate funds and as such may be used by
the Company for any
corporate purpose, and
the Company will not be obligated to segregate payroll deductions.
17. Reports. Statements of account will be
available to Participants on a periodic basis setting forth their payroll deductions, the Purchase Price, the number of shares purchased, and the remaining cash balance, if any.