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ADMINISTRATION. The Plan shall be administered by a committee appointed by the Board of Directors of the Corporation (theCommittee”). The Committee shall consist of not less than three (3) members of the Corporation’s Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. No member of the Committee shall be eligible to participate in the Plan.

ADMINISTRATION.Procedure. The Plan shall be administered by a committee appointed by theCompany’s Board of Directors ofmay appoint a Committee to administer the Corporation (theCommittee”).Plan. The Committee shall consist of not less than three (3)two members of the Corporation’s Board of Directors. TheDirectors who shall administer the Plan on behalf of the Board of Directors, subject to such terms and conditions as the Board of Directors may from timeprescribe. Once appointed, the Committee shall continue to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filledserve until otherwise directed by the Board of Directors. No memberFrom time to time the Board of Directors may increase the size of the Committee shall be eligible to participateand appoint additional members thereof, remove members (with or without cause), and appoint new members in substitution therefore, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan.

ADMINISTRATION.COMMITTEE TO ADMINISTER PLAN. The Plan shall be administered by a committee appointed by the Board of Directors of the CorporationCompany (the Committee"Committee"). The Committee shall consist of not less than three (3) members of the Corporation’s Board of Directors.two members. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused,Committee shall be filled by the Board of Directors. The Committee may establish from time to time such regulations, provisions and procedures, within the terms of the Plan, as in the opinion of its members may be advisable in the administration of the Plan. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. The interpretation and construction by the Committee of any provisions of the Plan shall be final unless otherwise determined by the Board of Directors. No member of the Board of Directors or the Committee shall be eligibleliable for any action or determination made in good faith with respect to participate in the Plan.

ADMINISTRATION. The Plan shall be administered by a committeethe Committee which shall be appointed by the Board of Directors of the Corporation (theCommittee”).Company from its own members. The Committee shall consist of not less than three (3) membersmembership of the Corporation’s Board of Directors. The Board of DirectorsCommittee may be reduced, changed, or increased from time to time remove members from, or add members to,in the Committee. Vacancies on the Committee, howsoever caused, shall be filled byabsolute discretion of the Board of Directors. No memberDirectors of the Company. The Committee shall be eligible to participate in thenot include any Eligible Employee under this Plan.

ADMINISTRATION. The Plan shall be administered by a committee appointed by the Corporation's Board of Directors ("Board"), or in the discretion of the Corporation (theCommittee”). The Committee shall consistBoard, a committee consisting of notno less than three (3) members oftwo Non-Employee Directors or persons meeting such other requirements as may be imposed by Rule 16(b) under the Corporation’s Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. No member of the Committee shall be eligible to participate in the Plan.1934 Act ("Committee").

ADMINISTRATION. The Plan shall be administered by a committee appointeddesignated by the Board of Directors ofto administer the CorporationPlan (the Committee"Committee"). The Committee shall consist of not less than three (3) members of the Corporation’s Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. No member of the Committee shall be eligible to participate in the Plan.

ADMINISTRATION.Section # The Committee. The Committee shall administer the Plan shall be administered by a committee appointed byand, subject to the Board of Directorsprovisions of the Corporation (theCommittee”).Plan and applicable law, may exercise its discretion in performing its administrative duties. The Committee shall consist of not lessfewer than three (3) membersDirectors, and Committee action shall require the affirmative vote of the Corporation’s Boarda majority of Directors.its members. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. No member of the Committee shall be eligible to participate inappointed by, and shall serve at the Plan.pleasure of, the Board of Directors. The Committee shall be composed solely of Directors who are both # non-employee directors under Rule 16b-3 and # outside directors under Code Section 162(m)(3)(C)(ii).

ADMINISTRATION.Committee Composition. The Plan shall be administered by a committeeCommittee appointed by the Board of Directors, or by the Board of Directors ofacting as the Corporation (theCommittee”).Committee. The Committee shall consist of not less than three (3) memberstwo or more directors of the Corporation’s Board of Directors. The Board of Directors may from time to time remove members from, or add members to,Company. In addition, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. No membercomposition of the Committee shall be eligiblesatisfy such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to participate inqualify for exemption under Rule 16b-3 (or its successor) under the Plan.Exchange Act.

ADMINISTRATION. TheSubject to [Section 11.7], the Plan shall be administered by athe Board, or committee ("Committee") appointed by the Board of Directors of the Corporation (theCommittee”).Board. The Committee shall consist of at least one Board member, but may additionally consist of individuals who are not less than three (3) members of the Corporation’sBoard. The Committee shall serve at the pleasure of the Board. If the Board of Directors. Thedoes not so appoint a Committee, the Board of Directors may from timeshall administer the Plan. Any references herein to time remove members from,"Administrator" are, except as the context requires otherwise, references to the Board or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. No member of the Committee shall be eligible to participate in the Plan.as applicable.

ADMINISTRATION.Committee. The Plan shall be administered by a committee appointed by the Board of Directors of the Corporation (the Committee“Board of Directors”) or a committee of two or more members appointed by the Board of Directors (the “Committee”). If the Board of Directors does not appoint a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors as defined in Rule 16b-3 promulgated under Section 16 of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). The Committee shall consistselect one of its members as Chairman and shall appoint a Secretary, who need not less than three (3) membersbe a member of the Corporation’s BoardCommittee. The Committee shall hold meetings at such times and places as it may determine and minutes of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused,such meetings shall be filledrecorded. Acts by a majority of the BoardCommittee in a meeting at which a quorum is present and acts approved in writing by a majority of Directors. No memberthe members of the Committee shall be eligible to participate invalid acts of the Plan.Committee.

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