Administration. The Plan will be administered by the person or persons (the “Administrator”) appointed by the Company’s Board of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: # adopt, alter and repeal such rules, guidelines and practices for the administration of the Plan and for its own acts and proceedings as it shall deem advisable; # interpret the terms and provisions of the Plan; # make all determinations it deems advisable for the administration of the Plan; # decide all disputes arising in connection with the Plan; and # otherwise supervise the administration of the Plan. All interpretations and decisions of the Administrator shall be binding on all persons, including the Company and the Participants. No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.

Administration. TheThis Plan willshall be administered by the person or persons (the “Administrator”) appointed byAdministrator. Subject to the Company’s Boardterms of Directors (the “Board”) for such purpose. Thethe Plan and applicable law, the Administrator hasshall have full power and authority at any time to: # adopt, alterinterpret, construe and repealadminister the Plan and any instrument or agreement relating to, or Award granted or Accounts established under, the Plan; # establish, amend, suspend or waive such rules, guidelinesrules and practicesregulations and appoint such agents as it deems appropriate for the proper administration of the Plan; and # make any other determination and take any other action that it deems necessary or desirable for the administration of the Plan and for its own acts and proceedings as it shall deem advisable; # interpret the terms and provisions of the Plan; # make all determinations it deems advisable for the administration of the Plan; # decide all disputes arising in connection with the Plan; and # otherwise supervise the administration of thethis Plan. All interpretations and decisions of the Administrator shall be final, conclusive and binding onupon all persons,parties, including the CompanyCompany, the stockholders and the Participants. No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.Directors.

Administration by Board of Directors. The Plan will be administered by the person or persons (the “Administrator”) appointed by the Company’sBoard. The Board of Directors (the “Board”) for such purpose. The Administrator hasshall have authority at any time to: #to grant Awards and to adopt, alteramend and repeal such administrative rules, guidelines and practices forrelating to the administrationPlan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and for its own actsany Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and proceedings asto the extent it shall deem advisable; # interpretexpedient to carry the termsPlan into effect and provisionsit shall be the sole and final judge of such expediency. All decisions by the Plan; # make all determinations it deems advisable for the administration of the Plan; # decide all disputes arising in connection with the Plan; and # otherwise supervise the administration of the Plan. All interpretations and decisions of the AdministratorBoard shall be made in the Board’s sole discretion and shall be final and binding on all persons, includingpersons having or claiming any interest in the Company and the Participants.Plan or in any Award. No member of the Boarddirector or individual exercising administrative authority with respectperson acting pursuant to the Planauthority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith with respect to the Plan or any option granted hereunder.faith.

Administration. The Board shall administer this Plan will be administered byor a committee of the person or personsBoard (the “Administrator”"Committee") appointed by the Company’s Board and serving at its pleasure (the Board or any such Committee being herein referred to as the Administrator). Subject to the provisions of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: # adopt, alterthis Plan and repeal such rules, guidelines and practices for the administrationlimitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of this Plan shall be determined by the Administrator and for its own actsdecisions shall be final and proceedings as itbinding upon all participants. The Company shall deem advisable; # interpret the terms and provisions of the Plan; # makepay all determinations it deems advisable for the administration of the Plan; # decide all disputes arisingexpenses incurred in connection with the Plan; and # otherwise supervise the administration of thethis Plan. All interpretations and decisions of the Administrator shall be binding on all persons, including the Company and the Participants. No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.

This Plan will be administered by the personPlan Administrator; provided, however, that actions of the Plan Administrator with respect to individuals who are not [Section 16] Officers will be subject to the supervision and direction of the Committee. The Plan Administrator will have full power and authority to # interpret the Plan, # make all determination under the Plan, # establish, amend, and rescind any rules, forms, or persons (the “Administrator”) appointed byprocedures as he, she, or it deems necessary for the Company’s Board of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: # adopt, alter and repeal such rules, guidelines and practices for theproper administration of the PlanPlan, # correct defects and for its own actsambiguities, supply omissions, reconcile inconsistencies in the Plan, and proceedings as it shall deem advisable; # interpret the terms and provisions of the Plan; # make all determinationstake any other action he, she, or it deems necessary or advisable for the administration of the Plan; # decide all disputes arising in connection with the Plan; and # otherwise supervise the administration of the Plan. All interpretationsAny decision made, action taken, or interpretation made by the Plan Administrator that is not inconsistent with the provisions of this Plan will be final, conclusive, and decisions of the Administrator shall be binding on all persons, includingpersons interested in the Company and the Participants. No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.Plan.

Plan Administration. The Plan will be administered by the person or persons (the “Administrator”)Administrative Committee appointed by the Company’sBoard of Directors, or such other committee as may be appointed by the Board of Directors (the “Board”)from time to time, shall serve as the Plan Administrator. The Plan Administrator is responsible for such purpose. Thethe general administration and management of this Plan and shall have all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply this Plan and to determine all questions relating to eligibility for benefits. This Plan shall be interpreted in accordance with its terms and their intended meanings. However, the Plan Administrator has authority atand all plan fiduciaries shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any time to: # adopt, alterfashion they deem to be appropriate in their sole discretion, and repeal such rules, guidelines and practices forto make any findings of fact needed in the administration of the Planthis Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and for its own acts and proceedings as it shall deem advisable; # interpret the terms and provisions of the Plan; # make all determinations it deems advisable for the administration of the Plan; # decide all disputes arising in connection with the Plan; and # otherwise supervise the administration of the Plan. All interpretations and decisions of the Administrator shall be binding on all persons, including the Company and the Participants. No member of the Boardupheld unless clearly arbitrary or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.capricious.

Administration by the person or persons (the “Administrator”) appointed by the Company’s Board of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: # adopt, alter and repeal such rules, guidelines and practices for the administration of the Plan and for its own acts and proceedings as it shall deem advisable; # interpret the terms and provisions of the Plan; # make all determinations it deems advisable for the administration of the Plan; # decide all disputes arising in connection with the Plan; and # otherwise supervise the administration of the Plan. All interpretations and decisions of the Administrator shall be binding on all persons, including the Company and the Participants. No member of the Board or individual exercising administrativethe Committee. The Board shall administer the Plan in accordance with the provisions hereof. The Board may appoint a committee (the “Committee”) to administer the Plan. If a Committee is appointed, the Committee shall have the powers and authority with respectotherwise delegated to the Board in this Plan shall be liabledocument. The Board may, from time to time, increase or decrease the size of the Committee, fill vacancies however caused, remove members with or without cause, and disband the Committee and thereafter directly administer the Plan. The Company may engage a third party to administer routine matters under the Plan, such as establishing and maintaining accounts for any action or determination made in good faith with respectParticipants and facilitating transactions by Participants pursuant to the Plan or any option granted hereunder.Plan.

The Plan willshall be administered by the person or persons (the “Administrator”) appointed byCommittee. The Committee, subject to the Company’s Board of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: # adopt, alter and repeal such rules, guidelines and practices for the administration of the Plan and for its own acts and proceedings as it shall deem advisable; # interpret the terms and provisions of the Plan; # make all determinationsPlan, shall adopt such rules as it deems advisable formay deem appropriate in order to carry out the administration of the Plan; # decide all disputes arising in connection with the Plan; and # otherwise supervise the administrationpurpose of the Plan. All interpretationsquestions of interpretation, administration, and decisionsapplication of the AdministratorPlan shall be bindingdetermined by a majority of the members of the Committee, except that the Committee may authorize any one or more of its members, or any officer or employee of the Company, to execute and deliver documents on all persons, includingbehalf of the Committee. Any determination under or related to the Plan by the Committee, the Company or their respective designees, as applicable, shall be: # in the sole and absolute discretion of the Participants.Committee, the Company or such designees; and # final and binding in all matters relating to the Plan and shall not be subject to review by the Participant or any Person. The Committee, from time to time, may employ other agents and delegate to them such administration duties as it deems necessary, and, from time to time, may consult with counsel. No member of the BoardCommittee or individual exercising administrative authority with respect toofficer of the PlanCompany shall be liable for any actionact done or determination madeomitted to be done by such member or officer or by any other member of the Committee or officer of the Company in good faithconnection with respect tothe Plan, except for such member’s or officer’s own willful misconduct or as expressly provided by statute. All costs and expenses involved in administration of the Plan or any option granted hereunder.shall be borne by the Company.

Administration. The Plan will be administered by the personBoard or persons (the “Administrator”)by a committee appointed by the Company’s Board of Directors (the “Board”“Committee”) for such purpose.. The AdministratorBoard or the Committee has authority at any time to: # adopt, alterto make rules and repeal such rules, guidelines and practicesregulations for the administration of the Plan and for its own acts and proceedings as it shall deem advisable; # interpret the terms and provisions of the Plan; # make all determinations it deems advisable for the administration of the Plan; # decide all disputes arising in connection with the Plan; and # otherwise supervise the administration of the Plan. All interpretationsinterpretation and decisions of the Administratorwith regard thereto shall be binding on all persons, including the Companyfinal and the Participants. No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.conclusive.

Administration. The Plan willCommittee shall interpret the Plan, prescribe, amend, and rescind rules relating to it, select eligible Participants, and take all other actions necessary for its administration, which actions shall be administeredfinal and binding upon all Participants. To the extent permitted by law, all members of the Board of Directors, including the members of the Committee, shall be indemnified and held harmless by the personCompany with respect to any loss, cost, liability or persons (the “Administrator”) appointed by the Company’s Board of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: # adopt, alter and repeal such rules, guidelines and practices for the administration of the Plan and for its own acts and proceedings as it shall deem advisable; # interpret the terms and provisions of the Plan; # make all determinations it deems advisable for the administration of the Plan; # decide all disputes arisingexpense that may be reasonably incurred in connection with the Plan; and # otherwise supervise the administrationany claim, action, suit or proceeding which arises by reason of the Plan. All interpretations and decisions of the Administrator shall be binding on all persons, including the Company and the Participants. No member of the Boardany act or individual exercising administrative authority with respect toomission under the Plan shall be liable for any actionso long as such act or determination madeomission is taken in good faith with respect toand within the Plan or any option granted hereunder.scope of the authority delegated herein.