The Plan will be administered by the Committee. The Company will pay all costs of administration of the Plan. The Committee shall have sole discretion to interpret the Plan, amend and rescind rules relating to its implementation and make all determinations necessary for administration of the Plan. Any determination, decision, or action of the Committee in connection with the interpretation, administration, or application of the Plan shall be final, conclusive, and binding on all persons. The Committee may employ consultants or other persons and rely upon their advice. All actions taken and all determinations made by the Committee in good faith shall be final and binding upon all Non-Employee Directors, the Company, and all interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan.

The Plan will be administered by the Committee. The Company will pay all costs of administration of the Plan. The Committee shall have sole discretion to interpret the Plan, amendamend, and rescind rules relating to its implementation and make all determinations necessary for administration of the Plan. Any determination, decision, or action of the Committee in connection with the interpretation, administration, or application of the Plan shall be final, conclusive, and binding on all persons. The Committee may employ consultants or other persons and rely upon their advice. All actions taken and all determinations made by the Committee in good faith shall be final and binding upon all Non-Employee Directors, the Company, and all interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan.

The Plan will be administered by the Committee. The Company will pay all costs of administration of the Plan.Administration. The Committee shall have sole discretion to interpret the Plan, amendprescribe, amend, and rescind rules relating to its implementationit, select eligible Participants, and maketake all determinationsother actions necessary for administration of the Plan. Any determination, decision, or action of the Committee in connection with the interpretation,its administration, or application of the Plan shall be final, conclusive, and binding on all persons. The Committee may employ consultants or other persons and rely upon their advice. Allwhich actions taken and all determinations made by the Committee in good faith shall be final and binding upon all Non-Employee Directors,Participants. To the Company, andextent permitted by law, all interested persons. No membermembers of the CommitteeBoard of Directors, including the members of the Committee, shall be personally liable forindemnified and held harmless by the Company with respect to any loss, cost, liability or expense that may be reasonably incurred in connection with any claim, action, determination,suit or interpretation madeproceeding which arises by reason of any act or omission under the Plan so long as such act or omission is taken in good faith with respect toand within the Plan.scope of the authority delegated herein.

The Plan willshall be administered by the Committee. The Company will pay all costsCommittee, subject to the provisions of administrationthe Plan, shall adopt such rules as it may deem appropriate in order to carry out the purpose of the Plan. The Committee shall have sole discretion to interpret the Plan, amend and rescind rules relating to its implementation and make all determinations necessary for administrationAll questions of the Plan. Any determination, decision, or action of the Committee in connection with the interpretation, administration, orand application of the Plan shall be final, conclusive, and binding on all persons. Thedetermined by a majority of the members of the Committee, except that the Committee may employ consultantsauthorize any one or other personsmore of its members, or any officer or employee of the Company, to execute and rely upon their advice. All actions taken and all determinations madedeliver documents on behalf of the Committee. Any determination under or related to the Plan by the CommitteeCommittee, the Company or their respective designees, as applicable, shall be: # in good faith shall bethe sole and absolute discretion of the Committee, the Company or such designees; and # final and binding uponin all Non-Employee Directors,matters relating to the Company,Plan and all interested persons.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 Committee or officer of the Company shall be personally liable for any action, determination,act done or interpretation 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 to the Plan.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 shall be borne by the Company.

The Plan will be administeredCommittee shall administer and interpret the Plan. Any determination made by the Committee.Committee under the Plan shall be final and conclusive. The Committee may employ such legal counsel, consultants and agents (including counsel or agents who are employees of the Company will pay all costs ofor a Subsidiary) as it may deem desirable for the administration of the Plan. The Committee shall have sole discretion to interpretPlan and may rely upon any opinion received from any such counsel or consultant or agent and any computation received from such consultant or agent. All expenses incurred in the Plan, amend and rescind rules relating to its implementation and make all determinations necessary for administration of the Plan. Any determination, decision,Plan, including, without limitation, for the engagement of any counsel, consultant or actionagent, shall be paid by the Company. No member or former member of the Board or the Committee shall be liable for any act, omission, interpretation, construction or determination made in connection with the interpretation, administration, or applicationPlan other than as a result of the Plan shall be final, conclusive, and binding on all persons. The Committee may employ consultants or other persons and rely upon their advice. All actions taken and all determinations made by the Committee in good faith shall be final and binding upon all Non-Employee Directors, the Company, and all interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan.such individual's willful misconduct.

The Plan willshall be administered by the Committee. The Company will pay all costs of administration of the Plan. The Committee shall have sole discretionfull authority to administer the Plan, including the discretionary authority to interpret and construe all provisions of the Plan, amendto resolve all questions of fact arising under the Plan, and rescindto adopt such rules relating to its implementation and make all determinationsregulations for administering the Plan as it may deem necessary for administration of the Plan. Any determination, decision, or actionappropriate. Decisions of the Committee in connection withshall be final and binding on all parties. The Committee may delegate administrative responsibilities under the interpretation, administration,Plan to appropriate officers or applicationemployees of the Company. All expenses of the Plan shall be final, conclusive, and binding on all persons. The Committee may employ consultants or other persons and rely upon their advice. All actions taken and all determinations madeborne by the Committee in good faith shall be final and binding upon all Non-Employee Directors, the Company, and all interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan.Company.

The Plan willshall be administered by the Committee. The Company will pay all costs of administration of the Plan. The Committee shall have sole discretion to interpret the Plan, amend and rescind rules relating to its implementation and make all determinations necessary for administration of the Plan. Any determination, decision, or action of the Committee in connection with the interpretation, administration, or application of the Plan shall be final, conclusive, and binding on all persons. The Committee may employ consultants or other persons and rely upon their advice. All actions taken and all determinations made by the Committee in good faith shall be final and binding upon all Non-Employee Directors, the Company, and all interested persons. NoEach member of the Committee shall be personally liable for any action, determination, or interpretation made in good faithqualify as a “non-employee director” under Rule 16b-3. The Committee shall have full power, discretion and authority to interpret and administer the Plan consistent with respect tothe express provisions of the Plan. The interpretation and construction of any provision of the Plan by the Committee shall be final and conclusive.

TheSubject to the express provisions of the Plan willand such instructions and limitations as the Board of Directors of the Corporation may establish from time to time, the Committee shall be administered byauthorized to develop guidelines regarding the Committee. The Company will payPlan; to publish, amend, and rescind rules and regulations relating to the Plan; to administer and interpret the Plan as may be required from time to time; and to take all costs ofother actions and make all other determinations necessary for the administration of the Plan. The Committee shall have sole discretion to interpret the Plan, amend and rescind rules relating to its implementation and make all determinations necessary for administration of the Plan. Any determination, decision, or action of the Committee in connection with the interpretation, administration, or application of the Plan shall be final, conclusive, and binding on all persons. The Committee may employ consultants or other persons and rely upon their advice. All actions taken and all determinations made by the Committee in good faith shall be final and binding upon all Non-Employee Directors, the Company, and all interested persons. No memberDecisions of the Committee shall be personally liable for any action, determination, or interpretation made by a majority of its members and shall be final, conclusive and binding upon all participants in good faith with respect to the Plan. Any decision reduced to writing and signed by a majority of the members of the Committee shall be fully effective as if it had been made at a meeting of the Committee duly held. The Corporation will pay all expenses incurred in the administration of the Plan.

The Plan will be administered by the Committee. The Company will pay all costs of administration of the Plan. The Committee shall have sole discretion to interpret the Plan, amend and rescind rules relating to its implementation and make all determinations necessary for administration of the Plan. Any determination, decision, or action of the Committee in connection with the interpretation, administration, or applicationoperation of the Plan shall be final, conclusive, and binding onsupervised by the Committee with respect to all persons.matters. The Committee may employ consultants or other personsdelegate responsibility for the day-to-day administration and rely upon their advice. All actions takenoperation of the Plan to such employees of the Company as it shall designate from time to time; provided, however, the Committee may not delegate its responsibilities under Section 6.1(a) below. The Committee shall interpret and construe any and all determinationsprovisions of the Plan and any determination made by the Committee in good faithunder the Plan shall be final and binding upon all Non-Employee Directors,conclusive. Neither the Company, and all interested persons. NoBoard nor the Committee, nor any member of the CommitteeBoard or the Committee, nor any employee of the Company shall be personally liable for any action, determination,act, omission, interpretation, construction or interpretationdetermination made in good faithconnection with the Plan (other than acts of willful misconduct) and the members of the Board and the Committee and the employees of the Company shall be entitled to reimbursement by the Company to the maximum extent permitted by law in respect of any claim, loss, damage or expense (including counsel’s fees) arising from their acts, omissions and conduct in their official capacity with respect to the Plan.

The Plan willshall be administered by the Committee. The Company will payCommittee shall have the authority to interpret the Plan and make all costs ofother decisions relating to the administration of the Plan. The Committee shall have sole discretionmay adopt such rules or guidelines as it deems appropriate to interpret the Plan, amend and rescind rules relating to its implementation and make all determinations necessary for administration ofadminister the Plan. Any determination, decision, or action ofThe Committee’s determinations under the Committee in connection with the interpretation, administration, or application of the Plan shall be final, conclusive, and binding on all persons. The Committee may employ consultants or other persons and rely upon their advice. All actions taken and all determinations made by the Committee in good faith shall be final and binding uponon all Non-Employee Directors, the Company, and all interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan.