2.14.“Trading Window” means the period commencing at the opening of market on the third Trading Day following the public disclosure of the financial results for a particular fiscal quarter or fiscal year of the Company and continuing until the close of market on the fifteenth calendar day of the third month of every fiscal quarter, provided that during this period no circumstances exist that otherwise closes the Trading Window.
|3.1.||The Plan will be interpreted and administered by the Committee, whose actions and interpretations will be final and binding.|
|3.2.||The Committee, in its sole discretion, will have the power, subject to, and within the limitations of, the express provisions of the Plan:|
3.2.1.To interpret and determine the meaning, validity and parameters of the terms and provisions of the Plan and to determine any question arising under, or in connection with, the administration, operation or validity of the Plan;
3.2.2.To determine the form and manner for Participants to make elections under the Plan and to approve forms of election to be used in conjunction with the Plan;
3.2.3.To determine the time or times when Eligible Individuals may elect to participate in the Plan or otherwise change such elections;
3.2.4.To select the Officers and Directors who will be eligible to participate in the Plan from time to time;
3.2.5.To make any and all determinations as it may deem necessary or appropriate for the administration of the Plan, including the number of Shares to be issued in exchange for a Participant’s aggregate deductions;
3.2.6.To establish, amend and revoke rules and procedures relating to the Plan (for example, but not by way of limitation, with respect to Eligible Individual elections to participate in the Plan and the delivery of Shares) as it may deem necessary or appropriate for the administration of the Plan;
3.2.7.To employ such brokers, counsel, agents and advisers, and to obtain such broker, legal, clerical and other services, as it may deem necessary or appropriate in carrying out the provisions of the Plan; and
3.2.8.To delegate all or any part of its authority and powers under the Plan to one or more officers or employees of the Company, including with respect to the day-to-day administration of the Plan.
|4.||Shares Subject to the Plan.|
|4.1.||Subject to adjustment as provided in Section 4.2, the total number of Shares available for issuance under the Plan shall equal two hundred and fifty thousand (250,000). Shares granted under the Plan may be either authorized but unissued Shares or treasury Shares.|
|4.2.||In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, then the Committee shall, in such manner as it may deem equitable, adjust the number and class of Shares which may be delivered under the Plan. Notwithstanding the preceding, the number of Shares available for issuance under the Plan always shall be a whole number.|