The Plan shall be administered by the Committee which shall hold meetings at such times as may be necessary for the proper administration of the Plan. The Committee shall keep minutes of its meetings. A majority of the Committee shall constitute a quorum and a majority of a quorum may authorize any action. Each member of the Committee shall be a Non-Employee Director (as defined in Rule 16b-3 of the Exchange Act as it may be amended from time to time) and an outside director as defined pursuant to Section 162(m) of the Code as it may be amended from time to time. No failure to be so qualified shall invalidate any Option or Award or any action or inaction under the Plan. 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 Options or the Awards, and all members of the Committee shall be fully indemnified by the Company with respect to any such action, determination or interpretation.

The Plan shall be administered by the CommitteeCommittee, which shall hold meetingsmay delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at such timesleast two individuals who are intended to qualify as may be necessary for"Non-Employee Directors" within the proper administrationmeaning of the Plan. The Committee shall keep minutes of its meetings. A majority of the Committee shall constitute a quorum and a majority of a quorum may authorize any action. Each member of the Committee shall be a Non-Employee Director (as defined in Rule 16b-3 ofunder the Exchange Act as it may be amended from time(or any successor rule thereto) and, to time) and an outside director as defined pursuant tothe extent required by Section 162(m) of the Code as it(or any successor section thereto), "outside directors" within the meaning thereof. In addition, the Committee may be amendeddelegate the authority to grant Awards under the Plan to any employee or group of employees of the Company or an Affiliate; provided, that such grants are consistent with guidelines established by the Committee from time to time. No failure to be so qualified shall invalidate any Option or Award or any action or inaction under the Plan. 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 Options or the Awards, and all members of the Committee shall be fully indemnified by the Company with respect to any such action, determination or interpretation.

The Plan shall be administered by the Committee. The Committee which shall hold meetingsbe appointed by the Board and shall consist of not less than three directors, each of whom shall be independent, within the meaning of and to the extent required by applicable rulings and interpretations of the New York Stock Exchange and the Securities and Exchange Commission, and each of whom shall be a “Non-Employee Director”, as defined from time to time for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules promulgated thereunder. The Board may designate one or more directors as alternate members of the Committee who may replace any absent or disqualified member at such times asany meeting of the Committee. The Committee may be necessaryissue rules and regulations for the proper administration of the Plan. The CommitteeIt shall keep minutesmeet at such times and places as it may determine. A majority of its meetings. A majoritythe members of the Committee shall constitute a quorum and a majority of a quorum may authorize any action. Each member of the Committee shall be a Non-Employee Director (as defined in Rule 16b-3 of the Exchange Act as it may be amended from time to time) and an outside director as defined pursuant to Section 162(m) of the Code as it may be amended from time to time. No failure to be so qualified shall invalidate any Option or Award or any action or inaction under the Plan. 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 Options or the Awards, and all members of the Committee shall be fully indemnified by the Company with respect to any such action, determination or interpretation.quorum.

Committee. The Plan shall be administered by the Board of Directors of the Corporation (the “Board of Directors”) or a committee of two or more members appointed by the Board of Directors (the “Committee”). If the Board of Directors does not appoint a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors as defined in Rule 16b-3 promulgated under Section 16 of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). The Committee shall select one of its members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee shall hold meetings at such times and places as it may be necessary for the proper administration of the Plan. The Committee shall keepdetermine and minutes of its meetings. Asuch meetings shall be recorded. Acts by a majority of the Committee shall constitutein a meeting at which a quorum is present and acts approved in writing by a majority of a quorum may authorize any action. Each member of the Committee shall be a Non-Employee Director (as defined in Rule 16b-3 of the Exchange Act as it may be amended from time to time) and an outside director as defined pursuant to Section 162(m) of the Code as it may be amended from time to time. No failure to be so qualified shall invalidate any Option or Award or any action or inaction under the Plan. 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 Options or the Awards, and all members of the Committee shall be fully indemnified byvalid acts of the Company with respect to any such action, determination or interpretation.Committee.

The Plan shallIf a majority of the Board of Directors is eligible to be administered bygranted Options or has been eligible at any time within the preceding year, a Committee which shall hold meetings at such times as maymust be necessary for the proper administration ofappointed to administer the Plan. The Committee shall keep minutesmust consist of its meetings. A majoritynot less than two members of the Committee shall constitute a quorum and a majorityBoard of a quorum may authorize any action. Each memberDirectors, all of the Committee shall be a Non-Employee Director (aswhom are “non-employee directors” as defined in Rule 16b-3 of the Exchange Act as it may be amended from time to time)General Rules and an outside director as defined pursuant to Section 162(m) of the Code as it may be amended from time to time. No failure to be so qualified shall invalidate any Option or Award or any action or inactionRegulations promulgated under the Plan. 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 Options or the Awards, and all members of the Committee shall be fully indemnified by the Company with respect to any such action, determination or interpretation.Exchange Act.

The Plan shall be administered by the Committee which shall hold meetings at such times as may be necessary for the proper administration of the Plan.Committee. The Committee shall keep minutesconsist of its meetings. A majoritynot less than two directors of the Company, all of whom shall be Non-Employee Directors; provided, however, that, if at any time not all members are Non-Employee Directors, all actions taken by the Committee shall nonetheless be valid for all purposes other than Section 16 of the Exchange Act, if applicable. Committee members shall be appointed by the Board and shall serve on the Committee at the pleasure of the Board. The functions of the Committee shall constitute a quorum and a majority of a quorum may authorize any action. Each member ofspecified in the CommitteePlan shall be a Non-Employee Director (as defined in Rule 16b-3 ofexercised by the Exchange Act as it may be amended from time to time)Board if and an outside director as defined pursuant to Section 162(m) of the Code as it may be amended from time to time. No failure to be so qualified shall invalidate any Option or Award or any action or inaction under the Plan. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan,extent that no Committee exists which has the Options orauthority to so administer the Awards, and all members of the Committee shall be fully indemnified by the Company with respect to any such action, determination or interpretation.Plan.

The Board, in its discretion, may delegate any or all of its authority, powers and discretion under this Plan shall be administered byto the Committee, and the Board in its discretion may revest any or all such authority, powers and discretion in itself at any time. If any or all of the authority, powers and discretion under this Plan are delegated to the Committee which shall hold meetings at such times as may be necessary forand the proper administrationCompany has registered any of its equity securities under Section 12 of the Plan. The1934 Act, the Committee shall keep minutesconsist solely of its meetings.two or more non-employee directors (as defined in Rule 16b-3 under the 1934 Act) until such time as such other requirements are imposed by applicable law. If appointed, the Committee shall function as follows: A majority of the Committee shall constitute a quorumquorum, and the acts of a majority of the members present at any meeting at which a quorum may authorize any action. Each memberis present, or acts approved in writing by all members of the CommitteeCommittee, shall be a Non-Employee Director (as defined in Rule 16b-3the acts of the Exchange Act as it may be amended from timeCommittee, unless provisions to time)the contrary are embodied in the Company=s Bylaws or resolutions duly adopted by the Board. All actions taken and an outside director as defineddecisions and determinations made by the Board or the Committee pursuant to Section 162(m) of the Code as it mayPlan shall be amended from time to time. No failure to be so qualified shall invalidate any Option or Award or any action or inaction underbinding and conclusive on all persons interested in the Plan. No member of the Board or the Committee shall be personally liable for any action,action or determination taken or interpretation made in good faith with respect to the Plan, the Options or the Awards, and all members of the Committee shall be fully indemnified by the Company with respect to any such action, determination or interpretation.Plan.

Administrator. The Plan shall be administered by the Committee which shall hold meetings at such times as may be necessary for the proper administration(or another committee or a subcommittee of the Plan. The Committee shall keep minutes of its meetings. A majorityBoard assuming the functions of the Committee under the Plan) shall constitute a quorumadminister the Plan (except as otherwise permitted herein) and, unless otherwise determined by the Board, shall consist solely of two or more Non-Employee Directors appointed by and a majority of a quorum may authorize any action. Each memberholding office at the pleasure of the Committee shall beBoard, each of whom is intended to qualify as a Non-Employee Director (as"non-employee director" as defined inby Rule 16b-3 of the Exchange Act as it may be amended from time to time) and an outside director as defined pursuant"independent director'' under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, in each case, to Section 162(m) of the Code as it may be amended from time to time. No failure to be so qualified shall invalidate any Option or Award orextent required under such provision; provided, however, that any action or inaction under the Plan. No member oftaken by the Committee shall be personally liable for any action, determinationvalid and effective, whether or interpretation made in good faith with respect to the Plan, the Options or the Awards, and allnot members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 11.1 or otherwise provided in the Company's charter or Bylaws or any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be fully indemnifiedeffective upon acceptance of appointment, Committee members may resign at any time by delivering written or electronic notice to the Board, and vacancies in the Committee may only be filled by the CompanyBoard. Notwithstanding the foregoing, # the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to any such action, determinationAwards granted to Non-Employee Directors and # the Board or interpretation.Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.