Committee Authority. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees shall be granted Awards in respect of a Performance Period, # prescribe the terms and conditions of Awards, including whether, to what extent, and under what circumstances Awards may be forfeited or suspended, # interpret, administer, reconcile any inconsistency or correct any defect in the Plan and/or any Award granted thereunder (including, without limitation, any agreement pursuant to which such Award is granted), # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, # interpret, amend, or revoke any such rules, and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration and/or operation of the Plan. The Committee may exercise its powers and discretion hereunder in a non-uniform manner among Participants.

Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shallwill have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees shallwill be granted Awards in respect of a Performance Period,awards, # prescribe the terms and conditions of Awards, including whether,awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to what extent, and under what circumstances Awards may be forfeited or suspended, # interpret, administer, reconcile any inconsistency or correct any defectpermit participation in the Plan and/by Employees who are foreign nationals or any Award granted thereunder (including, without limitation, any agreement pursuant to which such Award is granted),employed outside of the United States, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and # interpret, amend,amend or revoke any such rules, and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration and/or operation of the Plan. The Committee may exercise its powers and discretion hereunder in a non-uniform manner among Participants.rules.

Committee Authority. The Committee shall have allsuch powers and discretionauthority as may be necessary or appropriate for the Committee to administercarry out its functions as described in the PlanPlan. Subject to the express limitations of the Plan, the Committee shall have authority in its discretion to determine, after considering management’s recommendations with respect to Eligible Employees excluding the Company’s executive officers, the Eligible Employees to whom, and the time or times at which, Awards may be granted, the number of Shares, units or other rights subject to control its operation, including, but not limited to,each Award, the power to #exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the performance goals and other conditions of an Award, the duration of the Award, and all other terms of the Award. The Committee shall determine which Employees shall be granted Awards in respect of a Performance Period, # prescribe the terms and conditions of Awards, including whether,all Awards granted to what extent, and under what circumstances AwardsParticipants. Subject to the terms of the Plan, the Committee shall have the authority to amend the terms of an Award in any manner that is not inconsistent with the Plan, provided that no amendment may be forfeitedmade to any outstanding Award that would materially adversely affect the rights of the Participant with respect to such Award without the written consent of such Participant. The Committee shall also have discretionary authority to interpret the Plan, to make factual determinations under the Plan, and to make all other determinations necessary or suspended, # interpret, administer,advisable for Plan administration, including, without limitation, to correct any defect, to supply any omission or to reconcile any inconsistency or correct any defect in the Plan and/or any Award granted thereunder (including, without limitation, any agreement pursuantAgreement hereunder. The Committee may prescribe, amend, and rescind rules and regulations relating to which such Award is granted), # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, # interpret, amend, or revoke any such rules, and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration and/or operation of the Plan. The Committee’s determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Employees, whether or not such persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Company or such attorneys, consultants, accountants or other advisors as it may exerciseselect. All interpretations, determinations and actions by the Committee shall be final, conclusive, and binding upon all parties, including the Company, its powersshareholders and discretion hereunder in a non-uniform manner amongall Participants.

The Plan shall be administered by the Committee. The Committee shall have all powers and discretion necessary or appropriatethe authority to administerselect the Plan andemployees to control its operation, including, but not limited to, the power to # determine which Employees shall be granted Awards under the Plan, to determine the size and terms of an Award (subject to the limitations imposed on Awards in [Section 5] below), to modify the terms of any Award that has been granted, to determine the 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 asuch Performance Period, # prescribePeriods and to determine whether such performance objectives were attained. The Committee is authorized to interpret the termsPlan, to establish, amend and conditions of Awards, including whether,rescind any rules and regulations relating to what extent,the Plan, and under what circumstances Awards may be forfeited or suspended, # interpret, administer, reconcile any inconsistency or correct any defect in the Plan and/or any Award granted thereunder (including, without limitation, any agreement pursuant to which such Award is granted), # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, # interpret, amend, or revoke any such rules, and # make any other determination and take any other actiondeterminations that the Committeeit deems necessary or desirable for the administration and/or operation of the Plan. The Committee may exercisecorrect any defect or omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its powerssole and absolute discretion hereunder in a non-and shall be final, conclusive and binding on all parties concerned. Determinations made by the Committee under the Plan need not be uniform mannerand may be made selectively among Participants.Participants, whether or not such Participants are similarly situated.

Section # Authority of the Committee. Except as limited by law or by the Articles of Incorporation or By-Laws of the Company, and subject to the provisions of the Plan, the Committee shall have all powersfull power and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # select the Employees who shall participate in the Plan; # determine which Employees shall be granted Awards in respectthe sizes and types of a Performance Period,Awards; # prescribedetermine the terms and conditions of Awards, including whether,Awards in a manner consistent with the Plan; # construe and interpret the Plan, all Award Agreements, and any other agreements or instruments entered into under the Plan; # establish, amend, or waive rules and regulations for the Plan’s administration; and # amend the terms and conditions of any outstanding Award and applicable Award Agreement to what extent,the extent that such terms and under what circumstances Awardsconditions are within the discretion of the Committee, subject to the provisions of this Plan and any applicable law. Further, the Committee shall make all other determinations that may be forfeited or suspended, # interpret, administer, reconcile any inconsistency or correct any defect in the Plan and/or any Award granted thereunder (including, without limitation, any agreement pursuant to which such Award is granted), # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, # interpret, amend, or revoke any such rules, and # make any other determination and take any other action that the Committee deems necessary or desirableadvisable for the administration and/or operation of the Plan. TheEach Award shall be evidenced by a written Award Agreement between the Company and the Participant and shall contain such terms and conditions established by the Committee consistent with the provisions of the Plan. Notwithstanding the preceding provisions, the Committee shall not have any authority to take any action with respect to an Award intended to constitute Performance-Based Compensation that would disqualify it from being such. Except as limited by applicable law or the Plan, the Committee may exerciseuse its powers and discretion hereunderto the maximum extent that it deems appropriate in a non-uniform manner among Participants.administering the Plan.

4.2Authority of the Committee. The Committee shall have all powers and discretion necessary or appropriatethe exclusive authority to administer and construe the Plan and to controlin accordance with its operation, including, but not limited to,provisions. The Committee’s authority shall include, without limitation, the power to # determine which Employees shall be granted Awards in respect of a Performance Period,persons eligible for Awards, # prescribe the terms and conditions of the Awards, including whether, to what extent, and under what circumstances Awards may be forfeited or suspended, # interpret, administer, reconcile any inconsistency or correct any defect ininterpret the Plan and/or any Award granted thereunder (including, without limitation, any agreement pursuant to which such Award is granted),and the Awards, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith,therewith and # interpret, amend,amend or revoke any such rules, and # makerules. With respect to any other determination and take any other actionAward that is intended to qualify as “performance-based compensation” within the meaning of section 162(m) of the Code, the Committee deems necessaryshall have no discretion to increase the amount of compensation that otherwise would be due upon attainment of a Performance Goal, although the Committee may have discretion to deny an Award or desirable forto adjust downward the administration and/compensation payable pursuant to an Award, as the Committee determines in its sole judgment. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or operationany part of its authority and powers under the Plan to one or more officers of the Plan. The Committee may exercise its powers and discretion hereunder in a non-uniform manner among Participants.Company to the extent permitted by law.

Committee Authority. TheUnless otherwise determined by the Board and subject to the provisions of the Plan, the Committee and the Administrator (subject to the Committee’s ability to restrict the Administrator) shall have all powersthe authority and discretion necessary or appropriate to administer the Planfull discretionary power to: # designate eligible Participants, and to control its operation, including, but not limited to, the power tomake Awards; # determine which Employees shall be grantedthe size of Awards in respect of a Performance Period,as specified herein; # prescribeadminister, construe and interpret the termsPlan; # prescribe, amend and conditions of Awards, including whether,rescind rules and regulations, agreements, terms, and notices hereunder (but not unilateral modifications to what extent, and under what circumstancesexisting Awards may be forfeited or suspended, # interpret, administer, reconcile any inconsistency or correct any defect inwithout the Plan and/or any Award granted thereunder (including, without limitation, any agreement pursuant to which such Award is granted), # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, # interpret, amend, or revoke any such rules,affected Participant’s written consent); and # make anyall other determination and take any other action that the Committee deemsdeterminations necessary or desirableadvisable in its discretion for the administration and/or operation of the Plan. Any actions of the Committee with respect to the Plan shall be conclusive and binding upon all persons interested in the Plan. The Committee and Administrator may exercise its powerseach appoint agents and discretion hereunder in a non-uniform manner among Participants.delegate authority as advisable to administer the Plan.

4.2Authority of the Committee. The Committee shall have all powers and discretion necessary or appropriatethe exclusive authority to administer and construe the Plan and to controlin accordance with its operation, including, but not limited to,provisions. The Committee’s authority shall include, without limitation, the power to # determine which Employees shall be granted Awards in respect of a Performance Period,persons eligible for Awards, # prescribe the terms and conditions of the Awards, including whether, to what extent, and under what circumstances Awards may be forfeited or suspended, # interpret, administer, reconcile any inconsistency or correct any defect ininterpret the Plan and/or any Award granted thereunder (including, without limitation, any agreement pursuant to which such Award is granted),and the Awards, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith,therewith and # interpret, amend,amend or revoke any such rules,rules. The Committee, in its sole discretion and # makeon such terms and conditions as it may provide, may delegate all or any other determinationpart of its authority and take any other action thatpowers under the Committee deems necessaryPlan to one or desirable for the administration and/or operationmore officers of the Plan. The Committee may exercise its powers and discretion hereunder in a non-uniform manner among Participants.Company to the extent permitted by law.

Authority of Committee. Except as provided by [Section 11] hereof, the Plan shall be administered by the Committee, it being understood that the Board retains the right, at its option, to make Awards under the Plan. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee Authority. Theby the Plan, the Committee shall have all powersfull power and authority in its discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power toto: # designate Participants; # determine which Employees shallthe type or types of Awards to be granted Awardsto a Participant; # determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in respect of a Performance Period,connection with, Awards; # prescribedetermine the termstiming, terms, and conditions of Awards, includingany Award; # accelerate the time at which all or any part of an Award may be settled or exercised; # determine whether, to what extent, and under what circumstances Awards may be forfeitedsettled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; # interpret, administer, reconcile any inconsistencydetermine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or correct any defect inat the election of the holder thereof or of the Committee; # interpret and administer the Plan and/and any instrument or agreement relating to, or Award made under, the Plan; # subject to the provisions of [[Sections 6(B), 7(B) and 15(B)])])]] hereof, amend or modify the terms of any Award granted thereunder (including, without limitation, any agreement pursuant to whichafter grant; # establish, amend, suspend, or waive such Award is granted), # adopt rules and regulations and appoint such agents as it shall deem appropriate for the administration, interpretation and applicationproper administration of the Plan as are consistent therewith, # interpret, amend, or revoke any such rules,Plan; and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration and/or operation of the Plan. The Committee may exercise its powers and discretionPlan subject to the exclusive authority of the Board under [Section 15] hereunder in a non-uniform manner among Participants.to amend, suspend or terminate the Plan.

The Plan shall be administered by the Committee. The Committee shall have all powersfull power and discretion necessary or appropriateauthority, subject to administerthe provisions of the Plan and subject to control its operation, including, butsuch orders or resolutions not limited to,inconsistent with the powerprovisions of the Plan as may from time to time be adopted by the Board, to: # select the Participants to whom Awards may from time to time be granted hereunder; # determine which Employees shallthe type or types of Awards, not inconsistent with the provisions of the Plan, to be granted Awards in respectto each Participant hereunder; # determine the number of a Performance Period,Shares to be covered by each Award granted hereunder; # prescribedetermine the terms and conditionsconditions, not inconsistent with the provisions of Awards, includingthe Plan, of any Award granted hereunder; # determine whether, to what extent, and under what circumstances Performance Awards maymade under the Plan shall be forfeiteddeferred; # determine whether, to what extent and under what circumstances any Award shall be canceled or suspended,suspended; # interpret, administer,interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; # correct any defect, supply any omission or reconcile any inconsistency or correct any defect in the Plan and/or any Award granted thereunder (including, without limitation, any agreement pursuantin the manner and to whichthe extent that the Committee shall deem desirable to carry it into effect; # establish such Award is granted), # adopt rules and regulations and appoint such agents as it shall deem appropriate for the administration, interpretation and applicationproper administration of the Plan as are consistent therewith, # interpret, amend, or revoke any such rules,Plan; and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration and/or operation of the Plan. The Committee may exercise its powers and discretion hereunder in a non-uniform manner among Participants.