The Plan shall be administered by the Executive Compensation and Human Resources Committee of the Board of Directors (herein called the “Committee”) each member of which shall be a “non-employee director” as provided under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and an “outside director” as provided under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Committee shall have the authority, consistent with the Plan:

The Plan shall be administered by the Executive Compensation and Human Resources Committee (“Committee”) of the Board of Directors (herein called the “Committee”(“Board”) each member of Commerce, which shall be aconsist solely of two or more directors who are “non-employee director” as provideddirectors” under Rule 16b-3 of3(b)(3) promulgated under the Securities Exchange Act of 1934, as amended, and an “outside director” as provided under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).or any successor provision thereto. The Committee shall have authority in its sole discretion to interpret the authority, consistent withPlan, establish rules and procedures thereunder, and make all determinations, including the Plan:determination of incentive compensation awards eligible to be deferred under the Plan. All determinations made by the Committee shall be final and binding.

The Plan shall be administered by“Committee” means the Executive Compensation and Human Resources Committee of the Board or such other committee appointed from time to time by the Board to administer the Plan. The Committee shall consist of Directors (herein called the “Committee”)two or more members, each member of whichwhom shall bequalify as a “non-employee director”director,” as provided underthe term (or similar or successor term) is defined by Rule 16b-3 of the Securities Exchange Act of 1934,3, and as amended, and an “outside director” as provided underwithin the meaning of Code Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Committee shall have the authority, consistent with the Plan:and regulations thereunder.

The Plan shall be administered by the ExecutiveBoard or the Compensation and Human Resources Committee of the Board of Directors (herein called the “Committee”) each member ofCommittee, which shall be composed of two or more directors, each of whom is a “non-“non-employee director” as provided underdirector” within the meaning of Rule 16b-3 of3(b)(3) promulgated under the Exchange Act, or any successor definition adopted by the Securities and Exchange Act of 1934, as amended,Commission, and an “outside director” as provided under“outside director” within the meaning of Section 162(m) of the Internal Revenue CodeCode, or any successor provision thereto. Notwithstanding the foregoing, the Board may delegate responsibility for administering the Plan with respect to designated classes of 1986,Eligible Persons to different committees consisting of one or more members of the Board, subject to such limitations as amended (the “Code”). Thethe Board deems appropriate, except with respect to Awards to Participants who are subject to Section 16 of the Exchange Act or Awards granted pursuant to Section 16 of the Plan. Members of any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. To the extent consistent with applicable law, the Board or the Compensation Committee may authorize one or more officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed by the Board or the Compensation Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any person subject to Section 16 of the authority, consistent withExchange Act. All references in the Plan:Plan to the “Committee” shall be, as applicable, to the Compensation Committee or any other committee or any officer to whom the Board or the Compensation Committee has delegated authority to administer the Plan.

The Plan shall be administered by the Executive CompensationCommittee, which may delegate its duties and Human Resources Committeepowers in whole 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 Boardmeaning of Directors (herein called the “Committee”) each member of which shall be a “non-employee director” as provided under Rule 16b-3 ofunder the Securities Exchange Act of 1934, as amended, and an “outside director” as provided under(or any successor rule thereto) and, to the extent required by Section 162(m) of the Internal Revenue 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 1986, as amended (the “Code”). The Committee shall haveemployees of the authority,Company or an Affiliate; provided, that such grants are consistent with guidelines established by the Plan:Committee from time to time.

The Plan shall be administered by“Committee” means the Executive Compensation and Human Resources Committee of the Board, or such other committee of the Board that is designated by the Board with the same or similar authority. The Committee shall consist only of Non-Employee Directors (herein calledwho also qualify as Outside Directors to the “Committee”) each member of which shall be a “non-employee director” as provided underextent necessary for the Plan to comply with Rule 16b-3 ofpromulgated under the Securities Exchange Act of 1934,or any successor rule and to permit Awards that are otherwise eligible to qualify as amended, and an “outside director” as provided“performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Committee shall have the authority, consistent with the Plan:to so qualify.

The Plan shall be administered by the Executive Compensation and Human Resources Committee of the Board, or such other Committee, appointed by the Board consisting of Directors (herein calledthree (3) or more members of the “Committee”) each memberBoard all of which shallwhom are intended to be a “non-employee director” as provided under Rule 16b-3directors” within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and anthe regulations promulgated thereunder and “outside director” as provided underdirectors” within the contemplation of Section 162(m) of the Internal Revenue CodeCode; provided, however, that, if at any time no Compensation Committee or other Committee has been appointed or is eligible to act in the circumstances, the Plan shall be administered by the Board. As used herein, the term “Administrator” means the Board, the Compensation Committee or any of 1986,the Board’s other Committees as amended (the “Code”). The Committee shall havebe administering the authority, consistentPlan or any individual delegated authority to act as the Administrator in accordance with the Plan:this Section 2.

The Plan"Committee" shall be administered bymean the Executive Compensation and Human Resources Committee of the Company as appointed by the Board in accordance with Section 4 of Directors (herein called the “Committee”)Plan; provided, however, that the Committee shall at all times consist solely of persons who, at the time of their appointment, each member of which shall bequalified as a “non-employee director” as provided"Non-Employee Director" under Rule 16b-3 of3(b)(3)(i) promulgated under the Securities Exchange Act and, to the extent that relief from the limitation of 1934, as amended, and an “outside director” as provided under Section 162(m) of the Internal Revenue Code is sought, as an "Outside Director" under [Section 1.162-27(e)(3)(i)])] of 1986, as amended (the “Code”). The Committee shall have the authority, consistent with the Plan:Treasury Regulations.

4.1The Committee. The Plan shallwill be administered by the Executive CompensationCommittee, which, to the extent deemed necessary or appropriate by the Board, will consist of two or more persons who satisfy the requirements for a “non-employee director” under Rule 16b-3 promulgated under the 1934 Act and/or the requirements for an “outside director” under section 162(m) of the Code; provided, however, that actions by the Committee shall be valid even if one or more members of the Committee fail to satisfy such requirements. The members of the Committee shall be appointed from time to time by, and Human Resources Committeeshall serve at the pleasure of, the Board of Directors. In the absence of such appointment, the Board of Directors (herein calledshall serve as the “Committee”) each member of whichCommittee and shall be a “non-employee director” as provided under Rule 16b-3have all of the Securities Exchange Act of 1934, as amended,responsibilities, duties, and an “outside director” as provided under Section 162(m)authority of the Internal Revenue Code of 1986, as amended (the “Code”). The Committee shall have the authority, consistent with the Plan:set forth herein.

The Plan“Committee” shall be administered bymean the ExecutiveLeadership Development and Compensation and Human Resources Committee of the Board or any successor committee of the Board designated by the Board to administer the Plan. The Committee shall be comprised of not less than such number of Directors (herein calledas shall be required to permit Awards granted under the “Committee”)Plan to qualify under Rule 16b-3, and each member of whichthe Committee shall be a “non-employee director” as provided underwithin the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and an “outside director” as provided under Sectionwithin the meaning of [Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)]. The Committee shallCompany expects to have the authority, consistentPlan administered in accordance with the Plan:requirements for the award of “qualified performance-based compensation” within the meaning of [Section 162(m)].