members of the Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of the members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a majority of the Committee members.
3. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on the date on which it is approved by the Board. No awards shall be granted under the Plan after the completion of ten years from the date on which the Plan was adopted by the Board, but awards previously granted may extend beyond that date in accordance with their terms.
4. SHARES SUBJECT TO THE PLAN
(a) Number of Shares. Subject to adjustment as provided in Section 4(c), the aggregate number of shares of Stock that may be the subject of awards granted under the Plan shall be 21,000,000. The number of shares of Stock available to be delivered in satisfaction of awards, for purposes of the preceding sentence, will be reduced by shares of Stock withheld by the Company in payment of the exercise price of an award or in satisfaction of tax withholding requirements with respect to an award and, for the avoidance of doubt, the number of available shares shall include any shares of Stock underlying awards that are settled in cash, that otherwise expire or become unexercisable without having been exercised, or that are forfeited to or repurchased by the Company for cash.
(b) Shares to be Delivered. Shares delivered under the Plan shall be authorized but unissued Stock, or if the Board so decides in its sole discretion, previously issued Stock acquired by the Company and held in its treasury. No fractional shares of Stock shall be issued under the Plan.
(c) Changes in Stock. In the event of a stock dividend, stock split, reverse stock split, combination of shares, recapitalization, reclassification of shares, spin-off, or other similar change in the Companys capital structure that constitutes an equity restructuring within the meaning of FASB ASC Topic 718, the number and kind of shares of stock or securities of the Company subject to awards then outstanding or subsequently granted under the Plan, the exercise price of such awards, the maximum number of shares or securities that may be delivered under the Plan, and other relevant provisions shall be appropriately adjusted by the Board, whose determination shall be binding on all persons.
The Board may also adjust the number of shares of Stock subject to outstanding awards, the exercise price of outstanding awards, and the terms of outstanding awards, to take into consideration material changes in accounting practices or principles, extraordinary dividends (to the extent such extraordinary dividends do not constitute an equity restructuring within the meaning of FASB ASC Topic 718), consolidations or mergers, acquisitions or dispositions of stock or property, or any other event if it is determined by the Board that such adjustment is appropriate to avoid distortion in the