Administration. The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) will have the sole discretion and authority to administer and interpret the Plan. All decisions and interpretations of the Compensation Committee hereunder, including its decisions with respect to the bonus opportunities, the measurement and achievement of established goals and any bonus payments to be made, will be made in its sole and absolute discretion and will be final and binding on all persons, including the Company and the Covered Executives (defined below).

The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”). The Committee shall have the discretion and authority to (a) administer and interpret the Plan, including the authority to establish one or more bonus programs under the Plan from time to time containing such terms and conditions as the Committee may determine or deem appropriate in its discretion, and (b) delegate authority to administer the Plan with respect to Awards to employees below the level of Vice President to the Company’s Chief Executive Officer.

The Compensation Committee will have the sole authority to resolve disputes related to Plan administration. Decisions made by the Compensation Committee will be final and binding on all participants. The Compensation Committee has the sole discretion to determine the bonuses for newly hired, terminated, transferred and promoted employees, but will generally award bonuses based on the following provisions.

Administration. The Plan will be administered by the Executive Compensation and Human Resources Committee (“Committee”) of the Board of Directors of the Company. The Committee will have the sole, final and conclusive authority to administer, construe and interpret the Plan.