Administration. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan, including but not limited to the authority to: # interpret the provisions of this Plan; # prescribe, amend and rescind rules and regulations relating to this Plan; # correct any defect, supply any omission, or reconcile any inconsistency in any Award or agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan into effect; and # make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding on all interested parties.

This Plan shall be administered by the Administrator. Subject to the authority specifically granted toterms of the Plan and applicable law, the Administrator in this Plan, the Administrator hasshall have full discretionary authority to administer this Plan, including but not limited to thepower and authority to: # interpretinterpret, construe and administer the provisions of thisPlan and any instrument or agreement relating to, or Award granted or Accounts established under, the Plan; # prescribe, amend and rescindestablish, amend, suspend or waive such rules and regulations relating to this Plan; # correct any defect, supply any omission, or reconcile any inconsistency in any Award or agreement covering an Award in the manner and to the extentappoint such agents as it deems desirable to carry this Plan into effect;appropriate for the proper administration of the Plan; and # make allany other determinationsdetermination and take any other action that it deems necessary or advisabledesirable for the administration of this Plan. All Administrator determinations shall be made in the sole discretiondecisions of the Administrator and are finalshall be final, conclusive and binding onupon all interested parties.parties, including the Company, the stockholders and the Directors.

The Administrator shall have the authority specifically granted to adopt, alter and repeal such administrative rules, guidelines and practices governing the Administrator in this Plan, the Administrator has full discretionary authorityPlan as it shall, from time to administer this Plan, including but not limitedtime, deem advisable, to the authority to: # interpret the terms and provisions of this Plan; # prescribe, amendthe Plan and rescind rules and regulations relating to this Plan; # correct any defect, supply any omission, or reconcile any inconsistency in any Award orissued under the Plan (and any agreement covering an Award in the mannerrelating thereto) and to the extent it deems desirable to carry this Plan into effect; and # make all other determinations necessary or advisable forotherwise supervise the administration of thisthe Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding on all interested parties.

The Administrator is responsible for the general operation and administration of the Plan and for carrying out the Plan’s provisions and has full discretion in interpreting and administering the provisions of the Plan and reconciling any inconsistencies with any Award Agreement. Subject to the authority specifically granted toexpress provisions of the Administrator in this Plan, the Administrator has full discretionarymay exercise such powers and authority of the Board as the Administrator may find necessary or appropriate to administer this Plan, includingcarry out its functions. The Administrator may act through meetings of a majority of its members or by unanimous consent. The Administrator may delegate its functions to officers or other Employees of the Company or Eligible Affiliates. The Administrator’s powers will include, but not be limited to, the power to the authority to: # interpret the provisionsamend, waive, or extend any provision or limitation of this Plan; # prescribe, amend and rescind rules and regulations relating to this Plan; # correct any defect, supply any omission, or reconcile any inconsistency in any Award or agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan into effect; and # make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding on all interested parties.Award.

Administration by the Board. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan, including but not limited to the authority to: #Plan as it shall deem advisable. The Board may construe and interpret the provisionsterms of this Plan; # prescribe, amendthe Plan and rescind rules and regulations relating to this Plan; #any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission,omission or reconcile any inconsistency in any Awardthe Plan or agreement covering anany Award in the manner and to the extent it deems desirableshall deem expedient to carry thisthe Plan into effect;effect and # make all other determinations necessary or advisable forit shall be the administrationsole and final judge of this Plan.such expediency. All Administrator determinationsdecisions by the Board shall be made in the Board’s sole discretion of the Administrator and areshall be final and binding on all interested parties.persons having or claiming any interest in the Plan or in any Award.