Administration and Interpretation. This Plan will be administered by the Board of Directors of the Company (the “Board”), or a committee designated by the Board. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, or the committee, the Board will have full power to implement and carry out this Plan, including but not limited to the ability to # construe and interpret this Plan, any Participation Agreement and any other agreement or document executed pursuant to this Plan, # prescribe, amend and rescind rules and regulations relating to this Plan or any Participation Agreement, # select persons to receive and execute Participation Agreements, # make all other determinations necessary or advisable for the administration of this Plan; and # delegate any of the foregoing to a subcommittee consisting of one or more executive officers pursuant to a specific delegation as permitted by applicable law. Any determination made by the Board with respect to this Plan or any Participation Agreement shall be made in its sole discretion, and such determination shall be final and binding on the Company and all persons having an interest in any Participation Agreement under this Plan. Any dispute regarding the interpretation of this Plan or any Participation Agreement shall be submitted by the Participant or Company to the Board, or committee, for review. The resolution of such a dispute by the Board, or committee, shall be final and binding on the Company and the Participant. The Board, or committee, shall review and resolve disputes with respect to this Plan or Participation Agreements with Participant s, and such resolution shall be final and binding and conclusive.

Administration and Interpretation. The Grantee hereby agrees that any question or dispute regarding the administration or interpretation of this Exercise Notice shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.

Administration and Interpretation. The Participating Officer acknowledges and agrees that the Committee shall have sole authority, subject to the terms hereof, to supervise the administration of this Agreement, to interpret the terms and provisions hereof and to otherwise adopt, alter and repeal such administrative rules, guidelines and practices governing the awards being provided under this Agreement as the Committee shall, from time to time, deem advisable.

Interpretation and Administration. The Board, or a duly authorized committee thereof, shall be the Plan Administrator. The Plan Administrator (or its designee) has full discretion and exclusive right, power and authority in its sole discretion to administer, apply, and interpret the Plan and any other Plan documents and to decide any and all matters (including legal and factual issues) arising under, or in connection with, the operation or administration of the Plan, including without limitation the right to # make findings of fact; # take all actions and make all decisions with respect to and to otherwise determine eligibility for participation, benefits, and other rights under the Plan and the amount payable under the Plan; # determine whether any notice requirement or other administrative procedure under the Plan has been adequately observed; # determine the proper recipient(s) of any Plan benefits; # formulate, interpret and apply rules, regulations and policies necessary to administer the Plan in accordance with its terms; # remedy, resolve and/or clarify any possible ambiguities, inconsistencies, or omissions arising under the Plan or other Plan documents by general rule or particular decision; # decide questions (including legal or factual questions) relating to the calculation and payment of benefits under the Plan; # process and approve or deny benefit claims and rule on any exclusions therefrom; # decide for purposes of paying benefits hereunder, whether, based on the terms of the Plan, a termination of employment is a Covered Termination; # determine the standard of proof required in any case; and # otherwise to interpret the Plan in accordance with its terms. The Plan Administrator’s (or its designee’s) interpretations, determinations, and decisions with respect to any matter arising under the Plan and any other relevant documents and on any and all questions arising out of the interpretation or administration of the Plan shall be final, conclusive and binding on all parties, including all Eligible Employees, all Participants, all beneficiaries and any other individuals claiming benefits under the Plan.

Administration and Interpretation. The Plan shall be administered by the Committee which shall have authority to adopt rules and regulations for carrying out the Plan and to interpret, construe and implement its provisions. Decisions of the Committee shall be final and binding. Routine administration may be delegated by the Committee.

Interpretation and Administration. The Chief Executive Officer of the Company or his or her delegate shall have the authority from time to time # to establish rules and regulations for the operation of the Plan, # to interpret the Plan, # to decide any and all questions which may arise in connection with the Plan, and # to modify any of the administrative provisions of the Plan to facilitate the proper and efficient administration of the Plan. Any delegate of the Chief Executive Officer of the Company for purposes of the Plan shall not make any discretionary decision which pertains directly to such delegate as a Participant and not to all Participants generally.

Administration and Interpretation. The Grantee hereby agrees that any question or dispute regarding the administration or interpretation of this Exercise Notice shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.

Administration and Interpretation. The Grantee hereby agrees that any question or dispute regarding the administration or interpretation of this Exercise Notice shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.

Administration and Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or this Option Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.

Administration and Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or this Option Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.