The Administrative Committee may elect a Chairman and a Secretary from among its members. In addition to those powers set forth elsewhere in the Plan, the Administrative Committee may appoint such agents, who need not be members of the Administrative Committee, as it may deem necessary for the effective performance of its duties and may delegate to such agents such powers and duties, whether ministerial or discretionary, as the Administrative Committee may deem expedient or appropriate. The compensation of any agents who are not full-time Employees of a Participating Company will be fixed by the Administrative Committee and will be paid by the Controlling Company (to be divided equitably among the Participating Companies) or from the Trust Fund as determined by the Administrative Committee. The Administrative Committee will act by majority vote or by resolutions signed by a majority of the Administrative Committee members, provided that any member may act without formal approval of a majority of the Administrative Committee as necessary to facilitate the day-to-day operation and administration of the Plan. Its members will serve as such without compensation.

Committee. The Plan shall be administered and interpreted by the Board or by a committee consisting of members of the Board, which shall be appointed by the Board. However, the Board shall approve and administer all Grants (as defined below in Section 2) made to non-employee members of the Board. The Board or the committee may delegate authority to one or more subcommittees, or one or more Company officers, to the extent it deems appropriate. To the extent the Board, committee, subcommittee, or Company officer(s) administers the Plan pursuant to any such authority or delegated authority, references in the Plan and Grant Instrument to the “Committee” shall be deemed to refer to such Board, committee, subcommittee, or Company officer(s). Notwithstanding the foregoing, the Board may not delegate authority to one or more Company officers # to amend the Plan, # to make determinations regarding employees who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or # to the extent such delegation would violate applicable law or applicable stock exchange rules.

The Administrative Committee will consist of the individuals holding the following offices or positions with the Controlling Company (or the officer performing substantially similar functions), each to serve until removed in accordance with this [Section 12.1] or until ceasing to be employed by the Controlling Company or an Affiliate:

Committee. Means the Compensation & Talent Development Committee of the board of directors of the Company (or any successor board committee designated by the board of directors of the Company to administer this Plan).

The Administrative Committee will have the authority and responsibilities imposed by [Article XII]. With respect to the authority and responsibilities described in [Section 12.3(a)], the Administrative Committee will be a Named Fiduciary. The Administrative Committee will have no authority or responsibilities other than as granted in the Plan or as imposed as a matter of law. In the event any of the areas of authority and responsibilities of the Administrative Committee overlap with that of any other Plan fiduciary, the Administrative Committee will coordinate with such other fiduciaries the execution of such authority and responsibilities; provided, the decision of the Administrative Committee with respect to such authority and responsibilities ultimately will be controlling.

Committee. The Plan shall be administered by a Committee appointed by the Board. The Committee shall consist of at least two Directors of the Board and may consist of the entire Board; provided, however, that if the Committee consists of less than the entire Board, then, with respect to any Award granted to an Eligible Individual who is subject to Section 16 of the Exchange Act, the Committee shall consist solely of two or more Nonemployee Directors, or such Awards shall be approved by the Board. For purposes of the preceding sentence, if one or more members of the Committee is not a Nonemployee Director but recuses himself or herself or abstains from voting with respect to a particular action taken by the Committee, then the Committee, with respect to that action, shall be deemed to consist only of the members of the Committee who have not recused themselves or abstained from voting. The acts of a majority of the total membership of the Committee at any meeting, or the acts approved in writing by all of its members, shall be the acts of the Committee. All decisions and determinations by the Committee in the exercise of its powers hereunder shall be final, binding and conclusive upon the Company, its Subsidiaries, the Participants and all other Persons having any interest therein.

Committee. Committee shall mean the Management Development & Compensation Committee of the Board, each member of which is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and meets the independence requirements of the Nasdaq Stock Market listing standards.

Committee. The Plan shall be administered by the Board or a committee of one or more members of the Board (the “Committee”) to whom the Board shall delegate the authority to grant or amend Awards to Participants other than any of the Committee members, Independent Directors and executive officers of the Company. Reference to the Committee shall refer to the Board in absence of the Committee. Notwithstanding the foregoing, the full Board, acting by majority of its members in office, shall conduct the general administration of the Plan if required by Applicable Laws, and with respect to Awards granted to the Committee members, Independent Directors and executive officers of the Company and for purposes of such Awards, the term “Committee” as used in the Plan shall be deemed to refer to the Board.

means the committee which will act to administer the Plan as provided in [Article XII]. The Administrative Committee will be the plan administrator, as that term is defined in Code [Section 414(g)], and the administrator, as that term is defined in ERISA Section 3(16)(A).

Committee. Committee means the Company or a committee appointed by the Company to administer the Plan.