This Plan will be administered by the Committee; provided, however, that notwithstanding anything in this Plan to the contrary, the Board may grant awards under this Plan to non-employee Directors and administer this Plan with respect to such awards. The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.

This Plan will be administered byPursuant to [Article 3] of the Committee; provided, however, that notwithstanding anything in this Plan to the contrary,Plan, the Board may grant awards under this Plan to non-employee Directors andshall administer thisthe Plan with respect to such awards. The Committeeany Award granted to a Non-Employee Director; provided, however, that the Board may from time to time delegate all or any part of its authority under this Plan to aadminister the Program to any committee or subcommittee thereof. Toof the extentBoard that is comprised solely of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.Non-Employee Directors.

ThisThe Plan willshall be administered by the Committee; provided, however, that notwithstanding anythingCommittee, which may delegate its duties and powers in thiswhole or in part to any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as "Non-Employee Directors" within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and, to the extent required by Section 162(m) of the Code (or any successor section thereto), "outside directors" within the meaning thereof. In addition, the Committee may delegate the authority to grant Awards under the Plan to any employee or group of employees of the contrary,Company or an Affiliate; provided, that such grants are consistent with guidelines established by the Board may grant awards under this Plan to non-employee Directors and administer this Plan with respect to such awards. The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.time.

Administrator. Unless and until the Board delegates administration to a Committee as set forth below, the Plan willshall be administered by the Committee; provided, however, that notwithstanding anythingBoard. The Board may delegate administration of the Plan to a Committee or Committees of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in thisconnection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in the Plan to the contrary,Board shall thereafter be to the Board may grant awards under this Plan to non-employee Directors and administer this Plan with respectCommittee or subcommittee), subject, however, to such awards. The Committeeresolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. Notwithstanding the foregoing, however, unless otherwise determined by the Board, from and after the Public Trading Date, a Committee of the Board shall administer the Plan and the Committee shall consist solely of two or more Independent Directors each of whom is an “outside director,” within the meaning of Section 162(m) of the Code, a “non-employee director” within the meaning of Rule 16b-3, and qualifies as “independent” within the meaning of any applicable stock exchange listing requirements. Members of the Committee shall also satisfy any other legal requirements applicable to membership on the Committee, including requirements under the Sarbanes-Oxley Act of 2002 and other Applicable Laws. Within the scope of such authority, the Board or the Committee may # delegate allto a committee of one or any partmore members of itsthe Board who are not Independent Directors the authority to grant awards under thisthe Plan to eligible persons who are either # not then “covered employees,” within the meaning of Section 162(m) of the Code and are not expected to be “covered employees” at the time of recognition of income resulting from such award or # not persons with respect to whom the Company wishes to comely with Section 162(m) of the Code and/or # delegate to a subcommittee thereof. Tocommittee of one or more members of the extentBoard who are not “non-employee directors,” within the meaning of any such delegation, references in thisRule 16b-3, the authority to grant awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act. The Board may abolish the Committee willat any time and revest in the Board the administration of the Plan. Appointment of Committee members shall be deemedeffective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may only be references to such subcommittee.filled by the Board.

ThisAdministration of the Plan. The Plan willshall be administered by the Committee; provided, however, that notwithstanding anything in this Plan toCommittee. Any power of the contrary, the Board may grant awards under this Plan to non-employee Directors and administer this Plan with respect to such awards. The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof.also be exercised by the Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. Any or all aspects of any such delegation, references in thisthe administration of the Plan may be delegated to one or more officers or Employees, including, without limitation, the authority to grant Awards to Participants who are not Executive Officers, if and to the Committee will be deemed to be references to such subcommittee.extent permitted by applicable law.

ThisThe Plan willshall be administered by the Committee; provided, however, that notwithstanding anything in this Plan to the contrary, the Board may grant awards under this Plan to non-employee Directors and administer this Plan with respect toCommittee which shall have all powers necessary or desirable for such awards. The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof.administration. To the extent required by Rule 16b-3, all Awards shall be made by members of the Committee who are "non-employee directors" as that term is defined in Rule 16b-3, or by the Board. In the event the Board determines that a member of the Committee (or any applicable subcommittee) was not an "independent director" under applicable stock exchange listing standards and/or was not a "non‑employee director" as defined in Rule 16b‑3, as applicable, on the Award Date, such delegation, referencesdetermination shall not invalidate the Award and the Award shall remain valid in this Planaccordance with its terms. Any authority granted to the Committee willmay also be deemed to be references to such subcommittee.exercised by the full Board.

This Plan will be administered byPursuant to [Article 3] of the Committee; provided, however, that notwithstanding anything in this Plan to the contrary,Plan, the Board may grant awards under this Plan to non-employee Directors andshall administer thisthe Plan with respect to such awards. The Committeeany Award granted to a Non-Employee Director; provided, however, that the Board may from time to time delegate all or any part of its authority under this Plan to aadminister the 2019 Stock Program to any committee or subcommittee thereof. Toof the extentBoard that is comprised solely of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.Non-Employee Directors.

ThisThe Plan willshall be administered by the Committee; provided, however, that notwithstanding anything in this PlanCommittee. The Committee shall have full power and authority, subject to the contrary,provisions of the Board may grant awards under this Plan to non-employee Directors and administer this Plan with respectsubject to such awards. The Committeeorders or resolutions not inconsistent with the provisions of the Plan as may from time to time delegate allbe adopted by the Board, to: # select the Employees and Directors to whom Awards may from time to time be granted hereunder; # determine the type or any parttypes of its authority under this Plan to a subcommittee thereof. ToAwards, not inconsistent with the extentprovisions of any such delegation, references in this Plan to the Committee will be deemedPlan, to be referencesgranted to such subcommittee.each Participant hereunder; # determine the number of Shares to be covered by each Award granted hereunder; # determine the terms and conditions, not

This Plan will be administered byPursuant to [Article 3] of the Committee; provided, however, that notwithstanding anything in this Plan to the contrary,Plan, the Board may grant awards under this Plan to non-employee Directors andshall administer thisthe Plan with respect to such awards. The Committeeany Award granted to a Non-Employee Director; provided, however, that the Board may from time to time delegate all or any part of its authority under this Plan to aadminister the Second Amended 2015 Stock Program to any committee or subcommittee thereof. Toof the extentBoard that is comprised solely of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.Non-Employee Directors.

This Plan will be administered byCommittee for Non-Officer Grants. The Board of Directors may also appoint one or more separate committees of the Committee; provided, however, that notwithstanding anything in this Plan toBoard, each composed of one or more directors of the contrary,Company who need not satisfy the Boardrequirements of Section 3.a), who may grant awards under this Plan to non-employee Directors and administer thisthe Plan with respect to such awards. The CommitteeEmployees who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may from time to time delegate all or any part of its authoritygrant Awards under thisthe Plan to a subcommittee thereof. Tosuch Employees and may determine all terms of such grants. Within the extentlimitations of the preceding sentence, any such delegation, referencesreference in thisthe Plan to the Committee will be deemedshall include such committee or committees appointed pursuant to the preceding sentence. To the extent permitted by applicable law, the Board of Directors may also authorize one or more officers of the Company to designate Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such Awards to be references toreceived by such subcommittee.persons; provided, however, that the Board of Directors shall specify the total number of Awards that such officers may so award.