Administration. Without limiting the generality of the Committee’s rights, duties and obligations under the Plan, the Committee shall have the following specific rights, duties and obligations with respect to this Award. Without limitation, the Committee shall interpret conclusively the provisions of the Award, adopt such rules and regulations for carrying out the Award as it may deem advisable, decide conclusively all questions of fact arising in the application of the Award, certify the extent to which the Performance Criteria has been satisfied and the Performance Percentage earned, exercise its right to reduce the Performance Percentage, and make all other determinations and take all other actions necessary or desirable for the administration of the Award. The Committee is authorized to change any of the terms or conditions of the Award in order to take into account any material unanticipated change in the Company’s or a Peer Company’s operations, corporate structure, assets, or similar change, but only to the extent such action carries out the original purpose, intent and objectives of the Award, and, to the extent the Award is intended to qualify as “performance based” under Section 162(m) of the Internal Revenue Code, does not affect such qualification. All decisions and acts of the Committee shall be final and binding upon Holder and all other affected parties. The Committee, without limitation, may delegate all of what, in its sole discretion, it determines to be ministerial duties to an administrator; provided, further, that the determinations under, and the interpretations of, any provision of the Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.

Administration. Without limiting the generality of the Committee’s rights, duties and obligations under the Plan, the Committee shall have the following specific rights, duties and obligations with respect to this Award. Without limitation, the Committee shall interpret conclusively the provisions of the Award, adopt such rules and regulations for carrying out the Award as it may deem advisable, decide conclusively all questions of fact arising in the application of the Award, certify the extent to which the Performance Criteria has been satisfied and the Performance Percentage earned, exercise its right to reduce the Performance Percentage, and make all other determinations and take all other actions necessary or desirable for the administration of the Award. The Committee is authorized to change any of the terms or conditions of the Award in order to take into account any material unanticipated change in the Company’s or a Peer Company’s operations, corporate structure, assets, or similar change, but only to the extent such action carries out the original purpose, intent and objectives of the Award, and, to the extent the Award is intended to qualify as “performance based” under Section 162(m) of the Internal Revenue Code, does not affect such qualification. All decisions and acts of the Committee shall be final and binding upon Holder and all other affected parties. The Committee, without limitation, may delegate all of what, in its sole discretion, it determines to be ministerial duties to an administrator; provided, further, that the determinations under, and the interpretations of, any provision of the Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.

Administration. Without limiting the generality of the Committee’s rights, duties and obligations under the Plan, the Committee shall have the following specific rights, duties and obligations with respect to this Award. WithoutAward: without limitation, the Committee shall interpret conclusively the provisions of the Award,this Award; adopt such rules and regulations for carrying out thethis Award as it may deem advisable,advisable; decide conclusively all questions of fact arising in the application of the Award,this Award; certify the extent to which the Performance Criteria has been satisfied and the Performance Percentage earned,earned; exercise its right to reduceadjust the Performance Percentage,Percentage; and make all other determinations and take all other actions necessary or desirable for the administration of thethis Award. The Committee is authorized to change any of the terms or conditions of thethis Award in order to take into account any material unanticipated change in the Company’s or a Peer Company’s operations, corporate structure, assets, or similar change, but only to the extent such action carries out the original purpose, intent and objectives of the Award, and, to the extent the Award is intended to qualify as “performance based” under Section 162(m) of the Internal Revenue Code, does not affect such qualification.this Award. All decisions and acts of the Committee shall be final and binding upon Holder and all other affected parties. The Committee, without limitation, may delegate all of what, in its sole discretion, it determines to be ministerial duties to an administrator; provided, further, thatthat, the determinations under, and the interpretations of, any provision of thethis Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.

Administration. Without limitingThe authority to interpret and administer the generalityterms and conditions of this Award will be vested in the Committee’s rights, dutiesCommittee, and obligations under the Plan, the Committee shallwill have the following specific rights, duties and obligationsall powers with respect thereto as it has with respect to this Award. Without limitation,the Plan. Any interpretation of these Award Terms by the Committee shall interpret conclusively the provisions of the Award, adopt such rules and regulations for carrying out the Award asany decision made by it may deem advisable, decide conclusively all questions of fact arising in the application of the Award, certify the extentwith respect to which the Performance Criteria has been satisfied and the Performance Percentage earned, exercise its right to reduce the Performance Percentage, and make all other determinations and take all other actions necessary or desirable for the administration of the Award. The Committee is authorized to change any of the terms or conditions of the Award in order to take into account any material unanticipated change in the Company’s or a Peer Company’s operations, corporate structure, assets, or similar change, but only to the extent such action carries out the original purpose, intent and objectives of the Award, and, to the extent the Award is intended to qualify as “performance based” under Section 162(m) of the Internal Revenue Code, does not affect such qualification. All decisions and acts of the Committee shall be final and binding upon Holder and all other affected parties. The Committee, without limitation, may delegate all of what, in its sole discretion, it determines to be ministerial duties to an administrator; provided, further, that the determinations under, and the interpretations of, any provision of the Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.binding.

Administration. Without limitingThe authority to interpret and administer the generalityterms and conditions of these Award Terms will be vested in the Committee’s rights, dutiesCommittee, and obligations under the Plan, the Committee shallwill have the following specific rights, duties and obligationsall powers with respect thereto as it has with respect to this Award. Without limitation,the Plan. Any interpretation of these Award Terms by the Committee shall interpret conclusively the provisions of the Award, adopt such rules and regulations for carrying out the Award asany decision made by it may deem advisable, decide conclusively all questions of fact arising in the application of the Award, certify the extentwith respect to which the Performance Criteria has been satisfied and the Performance Percentage earned, exercise its right to reduce the Performance Percentage, and make all other determinations and take all other actions necessary or desirable for the administration of the Award. The Committee is authorized to change any of the terms or conditions of the Award in order to take into account any material unanticipated change in the Company’s or a Peer Company’s operations, corporate structure, assets, or similar change, but only to the extent such action carries out the original purpose, intent and objectives of the Award, and, to the extent the Award is intended to qualify as “performance based” under Section 162(m) of the Internal Revenue Code, does not affect such qualification. All decisions and acts of the Committee shall be final and binding upon Holder and all other affected parties. The Committee, without limitation, may delegate all of what, in its sole discretion, it determines to be ministerial duties to an administrator; provided, further, that the determinations under, and the interpretations of, any provision of the Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.binding.

Administration. Without limiting the generality4.2Authority of the Committee’s rights, duties and obligations under the Plan, theCommittee. The Committee shall have the following specific rights, dutiesexclusive authority to administer and obligationsconstrue the Plan in accordance with respect to this Award. Withoutits provisions. The Committee’s authority shall include, without limitation, the Committee shall interpret conclusivelypower to # determine persons eligible for Awards, # prescribe the provisionsterms and conditions of the Award,Awards, # interpret the Plan and the Awards, # adopt such rules and regulations for carrying out the Award as it may deem advisable, decide conclusively all questions of fact arising in theadministration, interpretation and application of the Award, certify the extentPlan as are consistent therewith and # interpret, amend or revoke any such rules. With respect to which the Performance Criteria has been satisfied and the Performance Percentage earned, exercise its right to reduce the Performance Percentage, and make all other determinations and take all other actions necessary or desirable for the administration of the Award. The Committee is authorized to change any of the terms or conditions of the Award in order to take into account any material unanticipated change in the Company’s or a Peer Company’s operations, corporate structure, assets, or similar change, but only to the extent such action carries out the original purpose, intent and objectives of the Award, and, to the extent the Awardthat is intended to qualify as “performance based” under Section“performance-based compensation” within the meaning of section 162(m) of the Internal Revenue Code, does not affect such qualification. All decisions and acts of the Committee shall have no discretion to increase the amount of compensation that otherwise would be final and bindingdue upon Holder and all other affected parties.attainment of a Performance Goal, although the Committee may have discretion to deny an Award or to adjust downward the compensation payable pursuant to an Award, as the Committee determines in its sole judgment. The Committee, without limitation,in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of what, in its sole discretion, it determinesauthority and powers under the Plan to be ministerial duties to an administrator; provided, further, that the determinations under, and the interpretations of, any provisionone or more officers of the AwardCompany to the extent permitted by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.law.