Plan Administration. The Committee shall be responsible for administration of this Plan. The Committee is authorized to interpret this Plan, to prescribe, amend and rescind regulations relating to this Plan, and to make all other determinations necessary or advisable for the administration of this Plan, but only to the extent not contrary to the express provisions of this Plan and the Stock Incentive Plan. Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisions of this Plan shall be final, binding and conclusive for all purposes and upon all Participants, Eligible Officers, Beneficiaries and all other persons who have or claim an interest herein. Subject to the terms of the Stock Incentive Plan and applicable law and stock exchange requirements, the Committee may, in its discretion, delegate to one or more directors or employees of the Company any of the Committee’s authority under this Plan. The acts of any such delegates shall be treated under this Plan as acts of the Committee with respect to any matters so delegated, and any reference to the Committee in this Plan shall be deemed a reference to any such delegates with respect to any matters so delegated.

Plan Administration. The Committee shall be responsible for administration of thisthe Plan. The Committee is authorized to interpret thisthe Plan, to prescribe, amend and rescind regulations relating to thisthe Plan, and to make all other determinations necessary or advisable for the administration of thisthe Plan, but only to the extent not contrary to the express provisions of thisthe Plan, the Performance Bonus Plan and the Stock Incentive Plan. Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisions of thisthe Plan shall be final, binding and conclusive for all purposes and upon all Participants, Eligible Officers, Beneficiaries and all other persons who have or claim an interest herein. Subject to the terms of the Stock Incentive Plan and applicable law and stock exchange requirements, theThe Committee may, in its discretion, but only to the extent permitted by Section 162(m) of the Code (as applicable), delegate to one or more directors or employees of the Company any of the Committee’s authority under thisthe Plan. The acts of any such delegates shall be treated under thisthe Plan as acts of the Committee with respect to any matters so delegated, and any reference to the Committee in thisthe Plan shall be deemed a reference to any such delegates with respect to any matters so delegated.

Plan Administration. The Committee shall be responsible for administrationadminister the Plan and shall have plenary authority, in its discretion, to grant Awards to Eligible Persons, subject to the provisions of thisthe Plan. The Committee is authorizedshall have plenary authority and discretion, subject to the provisions of the Plan, to determine the Eligible Persons to whom Awards shall be granted, the terms (which terms need not be identical) of all Awards, including without limitation the Exercise Price of Options, the time or times at which Awards are granted, the number of Shares covered by Awards, whether an Option shall be an Incentive Stock Option or a Nonqualified Stock Option, any exceptions to non-transferability, any Performance Goals applicable to Awards, any provisions relating to vesting, and the period during which Options may be exercised and Restricted Stock shall be subject to restrictions. In making these determinations, the Committee may take into account the nature of the services rendered or to be rendered by Award recipients, their present and potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall have plenary authority to interpret this Plan, tothe Plan and Agreements, prescribe, amend and rescind rules and regulations relating to this Plan,them, and to make all other determinations deemed necessary or advisable for the administration of this Plan, but only to the extent not contrary to the express provisions of this Plan and the Stock Incentive Plan. Determinations, interpretations or other actions made or taken byAwards granted thereunder. The determinations of the Committee pursuanton the matters referred to the provisions ofin this PlanSection 3 shall be final, binding and conclusive for all purposesfinal. The Committee may delegate its authority under this Section 3 and upon all Participants, Eligible Officers, Beneficiaries and all other persons who have or claim an interest herein. Subject to the terms of the Stock Incentive Plan to such extent it deems desirable and is consistent with the requirements of applicable law and stock exchange requirements, the Committee may, in its discretion, delegate to one or more directors or employees of the Company any of the Committee’s authority under this Plan. The acts of any such delegates shall be treated under this Plan as acts of the Committee with respect to any matters so delegated, and any reference to the Committee in this Plan shall be deemed a reference to any such delegates with respect to any matters so delegated.law.

Plan Administration.Committee is the Administrator. The CommitteePlan shall be responsible for administration of this Plan. The Committee is authorized to interpret this Plan, to prescribe, amend and rescind regulations relating to this Plan, and to make all other determinations necessary or advisable for the administration of this Plan, but only to the extent not contrary to the express provisions of this Plan and the Stock Incentive Plan. Determinations, interpretations or other actions made or takenadministered by the Committee and anyone acting pursuant to the provisions of this Plan shall be final, binding and conclusive for all purposes and upon all Participants, Eligible Officers, Beneficiaries and all other persons who have or claim an interest herein. Subject toauthority assigned by the terms of the Stock Incentive Plan and applicable law and stock exchange requirements,or delegated by the Committee may, in its discretion, delegate to one or more directors or employees of the Company any of the Committee’s authority under this Plan.Committee. The acts of any such delegates shall be treated under this Plan as actsmembers of the Committee with respectshall be appointed from time to any matters so delegated,time by, and serve at the pleasure of, the Board of Directors. All decisions of the Committee, and its assignees or delegees, shall be final, conclusive and binding upon all parties, including the Company, its stockholders and Participants and any reference to the Committee in this Plan shall be deemed a reference to any such delegates with respect to any matters so delegated.beneficiaries thereof.

Plan Administration. The Committee shall be responsible for administration of this Plan. The Committee is authorized to interpret thisthe Plan, to prescribe, amendamend, and rescind regulationsrules relating to this Plan,it, select eligible Participants, and to maketake all other determinationsactions necessary or advisable for the administration of this Plan, but only toits administration, which actions shall be final and binding upon all Participants. To the extent not contrary topermitted by law, all members of the express provisionsBoard of this PlanDirectors, including the members of the Committee, shall be indemnified and the Stock Incentive Plan. Determinations, interpretations or other actions made or takenheld harmless by the Committee pursuant to the provisions of this Plan shall be final, binding and conclusive for all purposes and upon all Participants, Eligible Officers, Beneficiaries and all other persons who have or claim an interest herein. Subject to the terms of the Stock Incentive Plan and applicable law and stock exchange requirements, the Committee may, in its discretion, delegate to one or more directors or employees of the Company any of the Committee’s authority under this Plan. The acts of any such delegates shall be treated under this Plan as acts of the Committee with respect to any mattersloss, cost, liability or expense that may be reasonably incurred in connection with any claim, action, suit or proceeding which arises by reason of any act or omission under the Plan so delegated,long as such act or omission is taken in good faith and any reference towithin the Committee in this Plan shall be deemed a reference to any such delegates with respect to any matters so delegated.scope of the authority delegated herein.