The Plan shall be administered by the Committee. In addition to the powers and duties otherwise set forth in the Plan, the Committee shall have full power and authority to administer and interpret the Plan, to establish procedures for administering the Plan and to take any and all necessary action in connection therewith. The Committee’s interpretation and construction of the Plan shall be conclusive and binding on all persons.

The Plan shall be administered by the Plan Administration Committee (hereinafter called “Administration Committee”). The Administration Committee shall have all such powers that may be necessary to carry out the provisions of the Plan, including, without reservation, the power to delegate administrative matters to other persons and to construe and interpret the Plan at any time or on any matter in the absence of any action by the Board of Directors of the Company (the “Board”). Subject to the foregoing, all decisions and determinations by the Administration Committee shall be final, binding and conclusive as to all parties – including the Company, any personnel participating hereunder, and all other employees and persons.

The Committee shall serve as the Plan Administrator. The Plan Administrator shall have sole authority and discretion to administer and construe the terms of this Plan, subject to applicable requirements of law. Without limiting the generality of the foregoing, the Plan Administrator shall have complete discretionary authority to carry out the following powers and duties:

The Plan shall be administered by the Committee. The Committee shall have the authority and discretion to interpret the Plan, and to prescribe, amend and rescind rules and regulations relating to the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all Participants. The Committee may employ agents, attorneys, accountants, or other persons (who also may be employees of a Subsidiary) and allocate or delegate to them powers, rights, and duties, all as the Committee may consider necessary or advisable to properly carry out the administration of the Plan.

The Committee shall have the authority to interpret the Plan, to establish and revise rules and regulations relating to the Plan, and to make the determinations which it believes necessary or advisable for the administration of the Plan.

The Board shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan as may be more particularly set forth herein. The Board shall interpret the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan. Any such determination by the Board shall be conclusive and binding on all persons. The Board shall be the Plan’s agent for service of process. The Board may designate a committee of the Board to be responsible for administering the Plan.

Administration. Except as otherwise provided in the Plan, the Plan shall be administered by the Committee, which shall have the final authority to adopt rules and regulations for carrying out the Plan, and to interpret, construe, and implement the provisions of the Plan.

The Plan shall be administered by the Committee. The Committee, subject to the provisions of the Plan, shall adopt such rules as it may deem appropriate in order to carry out the purpose of the Plan. All questions of interpretation, administration, and application of the Plan shall be determined 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 behalf 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 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 Committee or officer of the Company shall be liable for any act done or omitted to be done by such member or officer or by any other member of the Committee or officer of the Company in connection with the 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 shall be administered by the Committee. The Committee shall have full discretionary power and authority # to administer and interpret the terms and conditions of the Plan and # to establish reasonable procedures with which Participants, Former Participant and beneficiaries must comply to exercise any right or privilege established hereunder. The rights and duties of the Participants and all other persons and entities claiming an interest under the Plan shall be subject to, and bound by, actions taken by or in connection with the exercise of the powers and authority granted under this Article.

This Plan will be administered by the Plan 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 procedures as he, she, or it deems necessary for the proper administration of the Plan, # correct defects and ambiguities, supply omissions, reconcile inconsistencies in the Plan, and # take any other action he, she, or it deems necessary or advisable in connection with the administration of the Plan. Any 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 binding on all persons interested in the Plan.

Except as otherwise provided by this Plan, the Committee has discretionary authority to construe and interpret the Plan, to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, to interpret, amend or revoke any such rules, and to resolve all questions arising under the Plan. All such actions of the Committee shall be final and conclusive as to all individuals affected thereby.