Authority of Committee. Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan, make, amend and rescind such rules as it deems necessary for the proper administration of the Plan, make all other determinations necessary or advisable for the administration of the Plan and correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems desirable to carry the Plan into effect. Any action taken or determination made by the Committee shall be conclusive and binding on all parties. In the event of any conflict between an Award Schedule and the Plan, the terms of the Plan shall govern.

The Committee shall beis authorized to interpret the Plan, make,to establish, amend and rescind suchany rules asand regulations relating to the Plan, and to make any other determinations that it deems necessary for the proper administration of the Plan, make all other determinations necessary or advisabledesirable for the administration of the PlanPlan, and may delegate such authority, as it deems appropriate. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems desirable to carry the Plan into effect.necessary or desirable. Any action taken or determination made bydecision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties. In the event of any conflict between an Award Scheduleparties concerned (including, but not limited to, Participants and the Plan, the terms of the Plan shall govern.their beneficiaries or successors).

The Plan shall be administered by the Committee. Subject to the provisionsterms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall be authorized tohave full power and authority to: (a) interpret the Plan, make, amendPlan and any Award Agreement; (b) establish, amend, and rescind suchany rules asand regulations relating to the Plan; (c) select Participants; (d) determine the type or types of Awards to be granted to a Participant; (e) establish the terms and conditions of any Award consistent with the terms and conditions of the Plan; and (f) make any other determinations that it deems necessary for the proper administration of the Plan, make all other determinations necessary or advisabledesirable for the administration of the Plan andPlan. The Committee may correct any defect ordefect, supply any omissionomission, or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent the Committee deems desirable to carrynecessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan into effect. Any action taken or determination made by the Committee shall be conclusivemade in the Committee’s sole and absolute discretion and shall be final, conclusive, and binding on all parties. In the event of any conflict between an Award ScheduleParticipants and the Plan, the terms of the Plan shall govern.other persons.

The Plan will be administered by the Committee. SubjectThe Committee shall have authority to adopt, amend and repeal such administrative rules, guidelines and practices relating to the provisions of the Plan, thePlan as it shall deem advisable. The Committee shall be authorized tomay construe and interpret the Plan, make, amend and rescind such rules as it deems necessary for the proper administration of the Plan, make all other determinations necessary or advisable for the administrationterms of the Plan and any award agreements entered into under the Plan. The Committee may correct any defect ordefect, supply any omission or reconcile any inconsistency in the Plan or any award agreement in the manner and to the extent it shall deem expedient and it shall be the Committee deems desirable to carry the Plan into effect. Any action taken or determination madesole and final judge of such expediency. All decisions by the Committee shall be conclusivemade in the Committee’s sole discretion and shall be final and binding on all parties. In the event ofpersons having or claiming any conflict between an Award Schedule and the Plan, the terms ofinterest in the Plan shall govern.or in any award agreement.

The Committee shall be authorizedhave the authority to interpret the Plan, make, amendto establish and rescind suchrevise rules as it deems necessary for the proper administration ofand regulations relating to the Plan, and to make all otherthe determinations which it believes necessary or advisable for the administration of the Plan and correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems desirable to carry the Plan into effect. Any action taken or determination made by the Committee shall be conclusive and binding on all parties. In the event of any conflict between an Award Schedule and the Plan, the terms of the Plan shall govern.Plan.

Section # The Committee shall be authorizedhave authority to interpret the Plan, make, amendto adopt and rescind suchrevise rules as it deems necessary for the proper administration ofand regulations relating to the Plan, to determine the conditions subject to which any Incentive Awards may be made or payable, and to make allany other determinations which it believes necessary or advisable for the administration of the Plan and correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems desirable to carry the Plan into effect. Any action taken or determination madePlan. Determinations by the Committee shall be conclusivemade by a majority vote. All determinations of the Committee must be made in the good faith exercise of the duties of the Committee members under the Plan and binding on all parties. In the event of any conflict between an Award Schedulemust have a sound, rational basis, which such determinations, and the Plan,basis therefor, must be recorded in writing and maintained by the termsCommittee. All determinations and interpretations of the PlanCommittee shall govern.be final, binding, and conclusive as to all persons.

The Committee will have the provisions of the Plan, the Committee shall be authorizedauthority and discretion to interpret the Plan, make, amendto establish, amend, and rescind suchany rules as it deems necessary forand regulations relating to the proper administrationPlan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan and correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems desirable to carry the Plan into effect. Any action taken or determination made by the Committee shall be conclusive and binding on all parties. In the event of any conflict between an Award Schedule and the Plan, the terms of the Plan shall govern.Plan.

4.2Authority of the Plan, theCommittee. The Committee shall be authorizedhave the exclusive authority to administer and construe the Plan in accordance with its provisions. The Committee’s authority shall include, without limitation, the power to # determine persons eligible for Awards, # prescribe the terms and conditions of the Awards, # interpret the Plan, make, amendPlan and rescind suchthe Awards, # adopt rules as it deems necessary for the proper administration of the Plan, make all other determinations necessary or advisable for the administrationadministration, interpretation and application of the Plan as are consistent therewith and correct# interpret, amend or revoke any defectsuch rules. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or supply any omission or reconcile any inconsistency inpart of its authority and powers under the Plan into one or more officers of the manner andCompany to the extent the Committee deems desirable to carry the Plan into effect. Any action taken or determination madepermitted by the Committee shall be conclusive and binding on all parties. In the event of any conflict between an Award Schedule and the Plan, the terms of the Plan shall govern.law.

The Plan shall be administered by the Committee. The Committee shall have the authority to select the employees to be granted Awards under the Plan, to determine the size and terms of Committee. Subjectan Award (subject to the provisionslimitations imposed on Awards in [Section 5] below), to modify the terms of any Award that has been granted, to determine the Plan,time when Awards will be made, the amount of any payments pursuant to such Awards and the Performance Period to which they relate, to determine any employment restrictions on actual receipt of payments pursuant to Awards, to establish performance objectives in respect of such Performance Periods and to determine whether such performance objectives were attained. The Committee shall beis authorized to interpret the Plan, make,to establish, amend and rescind suchany rules asand regulations relating to the Plan, and to make any other determinations that it deems necessary for the proper administration of the Plan, make all other determinations necessary or advisabledesirable for the administration of the Plan andPlan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems desirable to carry the Plan into effect.necessary or desirable. Any action taken or determination made bydecision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties. Inparties concerned. Determinations made by the event of any conflict between an Award Schedule and the Plan, the terms ofCommittee under the Plan shall govern.need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated.

The Committee shall be authorizedhave the authority to interpret the Plan, make, amendPlan and rescindmake all other decisions relating to the operations of the Plan. The Committee may adopt such rules or guidelines as it deems necessary forappropriate to administer the proper administration of the Plan, make all otherPlan. The Committee’s determinations necessary or advisable for the administration ofunder the Plan and correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems desirable to carry the Plan into effect. Any action taken or determination made by the Committee shall be conclusivefinal and binding on all parties. In the event of any conflict between an Award Schedule and the Plan, the terms of the Plan shall govern.persons.