Plan Administration. The Committee shall be responsible for administration of the Plan. The Committee is authorized to interpret the Plan, to prescribe, amend and rescind regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the 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 the 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. The 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 the Plan. The acts of any such delegates shall be treated under the Plan as acts of the Committee with respect to any matters so delegated, and any reference to the Committee in the 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 thethis Plan. The Committee is authorized to interpret thethis Plan, to prescribe, amend and rescind regulations relating to thethis Plan, and to make all other determinations necessary or advisable for the administration of thethis Plan, but only to the extent not contrary to the express provisions of the Plan, the Performance Bonusthis Plan and the Stock Incentive Plan. Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisions of thethis 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. TheSubject to the terms of the Stock Incentive Plan and applicable law and stock exchange requirements, the 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 thethis Plan. The acts of any such delegates shall be treated under thethis Plan as acts of the Committee with respect to any matters so delegated, and any reference to the Committee in thethis 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 the Plan. The Committee is authorized to interpret the Plan, to prescribe, amendamend, and rescind regulationsrules relating to the Plan,it, select eligible Participants, and to maketake all other determinationsactions necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan, the Performance Bonus Plan and the Stock Incentive Plan. Determinations, interpretations or otherits administration, which actions made or taken by the Committee pursuant to the provisions of the Plan shall be final,final and binding and conclusive for all purposes and upon all Participants, Eligible Officers, Beneficiaries and all other persons who have or claim an interest herein. The Committee may, in its discretion, but only toParticipants. To the extent permitted by Section 162(m)law, all members of the Code (as applicable), delegate to one or more directors or employeesBoard of Directors, including the members of the Company any of the Committee’s authority under the Plan. The acts of any such delegatesCommittee, shall be treated underindemnified and held harmless by the Plan as acts of the CommitteeCompany with respect to any matters so delegated, andloss, cost, liability or expense that may be reasonably incurred in connection with any reference to the Committee inclaim, action, suit or proceeding which arises by reason of any act or omission under the Plan shall be deemed a reference to anyso long as such delegates with respect to any matters so delegated.act or omission is taken in good faith and within the scope of the authority delegated herein.

The Plan Administration.shall be administered by the Committee. The Committee shall be responsible for administration ofhave full authority to administer the Plan. The Committee is authorizedPlan, including the discretionary authority to interpret and construe all provisions of the Plan, to prescribe, amend and rescind regulations relating toresolve all questions of fact arising under the Plan, and to make all other determinationsadopt such rules and regulations for administering the Plan as it may deem necessary or advisable for the administrationappropriate. Decisions of the Plan, but onlyCommittee shall be final and binding on all parties. The Committee may delegate administrative responsibilities under the Plan to the extent not contrary to the express provisionsappropriate officers or employees of the Plan, the Performance Bonus Plan and the Stock Incentive Plan. Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisionsCompany. All expenses of the 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. The Committee may, in its discretion, but only toborne by 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 the Plan. The acts of any such delegates shall be treated under the Plan as acts of the Committee with respect to any matters so delegated, and any reference to the Committee in the Plan shall be deemed a reference to any such delegates with respect to any matters so delegated.Company.

Plan Administration. The Committee shall be responsible for administration of the Plan. The Committee is authorized to interpret the Plan, to prescribe, amend and rescind regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan, the Performance Bonus Plan and the Stock Incentive Plan. Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisionsoperation of the 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. The Committee may, in its discretion, but only to the extent permittedsupervised 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 the Plan. The acts of any such delegates shall be treated under the Plan as acts of the Committee with respect to all matters. The Committee may delegate responsibility for the day-to-day administration and operation 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 matters so delegated,and all provisions of the Plan and any reference todetermination made by the Committee inunder the Plan shall be deemed a referencefinal and conclusive. Neither the Board nor the Committee, nor any member of the Board or the Committee, nor any employee of the Company shall be liable for any act, omission, interpretation, construction or determination made in connection 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 such delegatesclaim, loss, damage or expense (including counsel’s fees) arising from their acts, omissions and conduct in their official capacity with respect to any matters so delegated.the Plan.

Plan Administration. The Committee shall be responsible for administration of the Plan. The Committee is authorized to interpret the Plan, to prescribe,establish, amend and rescind any rules and regulations relating to the Plan, and to make allany other determinations that it deems necessary or advisabledesirable for the administration of the Plan, but onlyand may delegate such authority, as it deems appropriate. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent not contrary to the express provisions of the Plan, the Performance Bonus Plan and the Stock Incentive Plan. Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisionsdeems necessary or desirable. Any decision of the 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. The 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 the Plan. The acts of any such delegates shall be treated under the Plan as acts of the Committee with respect to any matters so delegated, and any reference to the Committee in the Planinterpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be deemed a reference to any such delegates with respect to any matters so delegated.final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors).

The Plan Administration.shall be administered by the Committee. The Committee shall be responsible for administration ofhave the Plan. The Committee is authorizedauthority and discretion to interpret the Plan, and to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan, but onlyand 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 extent not contraryCommittee may consider necessary or advisable to properly carry out the express provisionsadministration of the 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 the 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. The 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 the Plan. The acts of any such delegates shall be treated under the Plan as acts of the Committee with respect to any matters so delegated, and any reference to the Committee in the 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 the administration of the Plan. The Committee, by majority action thereof (whether taken during a meeting or by written consent), shall determine the type or types of Awards to be made under the Plan and shall designate from time to time the Eligible Employees who are to be recipients of such Awards. The Committee is authorized to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company and to make all other determinations necessary or advisable for the administration of the Plan,Plan but only to the extent not contrary to the express provisions of the Plan, the Performance Bonus Plan and the Stock Incentive Plan. Determinations, interpretationsinterpretations, or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final,final and binding and conclusive for all purposes and upon all Participants, Eligible Officers, Beneficiaries and all other persons who have or claim an interest herein. The Committee may, in its discretion, but only towhomsoever. To the extent permitted by Section 162(m)deemed necessary or advisable for purposes of Rule 16b-3 or otherwise, the Board (or the independent members of the Code (as applicable), delegate to one or more directors or employees of the Company any of the Committee’s authority under the Plan. The acts of any such delegates shall be treated under the PlanBoard) may act as acts of the Committee with respect to any matters so delegated, and any reference to the Committee in the Plan shall be deemed a reference to any such delegates with respect to any matters so delegated.hereunder.

Committee is the Administrator. The Plan Administration.shall be administered by the Committee and anyone acting pursuant to authority assigned by the terms of the Plan or delegated by the Committee. The members of the Committee shall be responsible for administrationappointed from time to time by, and serve at the pleasure of, the Board of Directors. All decisions of the Plan. The Committee is authorized to interpret the Plan, to prescribe, amendCommittee, and rescind regulations relating to the Plan, and to make all other determinations necessaryits assignees or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the 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 the Plandelegees, shall be final, bindingconclusive and conclusive for all purposes andbinding upon all Participants, Eligible Officers, Beneficiariesparties, including the Company, its stockholders and all other persons who have or claim an interest herein. The 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 the Plan. The acts of any such delegates shall be treated under the Plan as acts of the Committee with respect to any matters so delegated,Participants and any reference to the Committee in the Plan shall be deemed a reference to any such delegates with respect to any matters so delegated.beneficiaries thereof.

The Plan Administration.shall be administered by the Plan Administration Committee (hereinafter called “Administration Committee”). The Administration Committee shall have all such powers that may be responsible for administration ofnecessary to carry out the Plan. The Committee is authorized to interpret the Plan, to prescribe, amend and rescind regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan, including, without reservation, the Performance Bonuspower to delegate administrative matters to other persons and to construe and interpret the Plan andat any time or on any matter in the Stock Incentive Plan. Determinations, interpretations or other actions made or takenabsence of any action by the Committee pursuantBoard of Directors of the Company (the “Board”). Subject to the provisions offoregoing, all decisions and determinations by the PlanAdministration Committee shall be final, binding and conclusive foras to all purposes and upon all Participants, Eligible Officers, Beneficiariesparties – including the Company, any personnel participating hereunder, and all other persons who have or claim an interest herein. The 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 the Plan. The acts of any such delegates shall be treated under the Plan as acts of the Committee with respect to any matters so delegated, and any reference to the Committee in the Plan shall be deemed a reference to any such delegates with respect to any matters so delegated.persons.