Administrator. The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer 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 holding office at the pleasure of the Board, each of whom is intended to qualify as a "non-employee director" as defined by Rule 16b-3 of the Exchange Act and an "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 the extent required under such provision; provided, however, that any action taken by the Committee shall be valid and effective, whether or not 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 effective 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 Board. 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 Awards granted to Non-Employee Directors and # the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.

Administrator. The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer 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 holding office at the pleasure of the Board, each of whom is intended to qualify as a "non-employee director" as defined by Rule 16b-3 of the Exchange Act and an "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 the extent required under such provision; provided, however, that any action taken by the Committee shall be valid and effective, whether or not 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 effective 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 Board. 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 Awards granted to Non-Employee Directors and # the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.

Administrator. Unless and until the Board delegates administration to a Committee as set forth below, the Plan shall be administered by the Board. The Board may delegate administration of the Plan to a Committee (or another committee or Committees of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in the Plan to the Board assumingshall thereafter be to the functionsCommittee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Committee underPlan, as may be adopted from time to time by the Plan) shall administerBoard. Notwithstanding the Plan (except as otherwise permitted herein) and,foregoing, however, unless otherwise determined by the Board, from and after the Public Trading Date, a Committee of the Board shall administer the Plan and the Committee shall consist solely of two or more Non-EmployeeIndependent Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as a "non-employee director" as defined by Rule 16b-3an “outside director,” within the meaning of Section 162(m) of the Exchange ActCode, a “non-employee director” within the meaning of Rule 16b-3, and an "independent director'' underqualifies as “independent” within the rulesmeaning of any securitiesapplicable stock exchange or automated quotation system on which the Shares are listed, quoted or traded, in each case, to the extent required under such provision; provided, however, that any action taken bylisting requirements. Members of the Committee shall be validalso satisfy any other legal requirements applicable to membership on the Committee, including requirements under the Sarbanes-Oxley Act of 2002 and effective, whetherother Applicable Laws. Within the scope of such authority, the Board or notthe Committee may # delegate to a committee of one or more members of the CommitteeBoard who are not Independent Directors the authority to grant awards under the Plan to eligible persons who are either # not then “covered employees,” within the meaning of Section 162(m) of the Code and are not expected to be “covered employees” at the time of recognition of income resulting from such actionaward or # not persons with respect to whom the Company wishes to comely with Section 162(m) of the Code and/or # delegate to a committee of one or more members of the Board who are later determined not “non-employee directors,” within the meaning of Rule 16b-3, the authority to have satisfiedgrant awards under the requirements for membership set forth in thisPlan to eligible persons who are not then subject to Section 11.1 or otherwise provided16 of the Exchange Act. The Board may abolish the Committee at any time and revest in the Company's charter or Bylaws or any charterBoard the administration of the Committee. Except as may otherwise be provided in any charter of the Committee, appointmentPlan. Appointment of Committee members shall be effective upon acceptance of appointment,appointment. Committee members may resign at any time by delivering written or electronic notice to the Board, and vacanciesBoard. Vacancies in the Committee may only be filled by the Board. 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 Awards granted to Non-Employee Directors and # the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.

Administrator. The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (exceptGeneral. Except as otherwise permitted herein) and, unless otherwise determined by the Board,Board in its discretion, the Plan shall be administered by the Committee, which shall consist solelyexclusively of two (2) or more Non-Employee Directors appointed by and holding office atnonemployee directors within the pleasuremeaning of the Board, each of whom is intended to qualify as a "non-employee director" as definedrules promulgated by Rule 16b-3the Securities and Exchange Commission under Section 16 of the Exchange Act and an "independent director'' under the rulesAct. The members of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, in each case, to the extent required under such provision; provided, however, that any action taken by the Committee shall be validappointed from time to time by, and effective, whethershall serve at the discretion of, the Board. The Committee shall have the authority to delegate administrative duties to officers or not membersDirectors 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 otherwiseCompany; 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 effective upon acceptance of appointment, Committee members may resign at any time by delivering written or electronic notice to the Board, and vacancies inthat the Committee may only be filled by the Board. Notwithstanding the foregoing, # the full Board, acting by a majority ofnot delegate its members in office, shall conduct the general administration of the Planauthority with respect to Awards grantednon-ministerial actions with respect to Non-Employee Directors and # the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.Insiders.

Administrator.The Plan shall be administered by the Committee. The Committee (or another committee or a subcommitteeshall consist of not less than two directors of the Board assumingCompany, 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 functionsCommittee shall nonetheless be valid for all purposes other than Section 16 of the Exchange Act, if applicable. Committee under the Plan)members shall administer the Plan (except as otherwise permitted herein) and, unless otherwise determinedbe appointed by the Board,Board and shall consist solely of two or more Non-Employee Directors appointed by and holding officeserve on the Committee at the pleasure of the Board, each of whom is intended to qualify as a "non-employee director" as defined by Rule 16b-3Board. The functions of the Exchange ActCommittee specified in the Plan shall be exercised by the Board if and an "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 the extent required under such provision; provided, however, that any action taken byno Committee exists which has the Committee shall be valid and effective, whether or not members ofauthority to so administer 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 effective 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 Board. 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 Awards granted to Non-Employee Directors and # the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.Plan.

Administrator. The Committee (or another committee“Administrator” means # the Board, or a subcommittee# one or more committees of the Board assumingor another committee (within its delegated authority) to whom the functionsBoard or such committee has delegated all or part of its authority under the Plan. Any committee under [clause (ii) hereof] which makes grants to “officers” of the CommitteeCompany (as that term is defined in Rule 16a-1(f) promulgated under the Plan)Exchange Act) shall administerbe composed of not less than the Plan (except as otherwise permitted herein) and, unless otherwise determinedminimum number of persons from time to time required by the Board, shall consist solely of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board,Rule 16b-3, each of whom is intended to qualify as a "non-employee director" as defined by Rule 16b-3 of the Exchange Act and an "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,whom, to the extent necessary to comply with Rule 16b-3 only, shall be a Non-Employee Director. To the extent required under such provision; provided, however, thatby any applicable stock exchange, the Plan shall be administered by a committee composed entirely of independent directors (within the meaning of the applicable stock exchange). For purposes of the preceding provisions, if one or more members of the Administrator is not a Non-Employee but recuses himself or herself or abstains from voting with respect to a particular action taken by the Committee shallAdministrator, then the Administrator, with respect to the action, will be valid and effective, whether or notdeemed to consist only of the members of the Committee at the time of such action are later determinedAdministrator who have not to have satisfied the requirements for membership set forth in this Section 11.1recused themselves 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 effective 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 Board. 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 Awards granted to Non-Employee Directors and # the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.abstained from voting.

Administrator. The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan)Plan shall administer the Plan (except as otherwise permitted herein) and, unless otherwise determinedbe administered by the Board, shall consistCommittee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom isindividuals who are intended to qualify as a "non-employee director" as defined by"Non-Employee Directors" within the meaning of Rule 16b-3 of the Exchange Act and an "independent director'' under the rules ofAct (or any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, in each case,successor rule thereto) and, to the extent required by Section 162(m) of the 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 employees of the Company or an Affiliate; provided, that such provision; provided, however, that any action takengrants are consistent with guidelines established by the Committee shall be valid and effective, whether or not members of the Committee at thefrom 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 effective 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 Board. 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 Awards granted to Non-Employee Directors and # the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.time.

Administrator.The Plan shall be administered by the Committee. The Committee (or another committee orshall consist of not less than two directors of the Company, all of whom shall be Non-Employee Directors and Independent Directors; provided, however, that, if at any time not all members are Non-Employee Directors and Independent Directors, all actions taken by the Committee shall nonetheless be valid for all purposes other than Section 16 of the Exchange Act, if applicable. Because the provisions of this Plan are intended to ensure that no transaction under this Plan is subject to (and all such transactions will be exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act, a subcommittee of the Board assumingor the functionsCommittee shall be established subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b) of the Exchange Act. Committee under the Plan)members shall administer the Plan (except as otherwise permitted herein) and, unless otherwise determinedbe appointed by the Board,Board and shall consist solely of two or more Non-Employee Directors appointed by and holding officeserve on the Committee at the pleasure of the Board, each of whom is intended to qualify as a "non-employee director" as defined by Rule 16b-3Board. The functions of the Exchange ActCommittee specified in the Plan shall be exercised by the Board if and an "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 the extent required under such provision; provided, however, that any action taken byno Committee exists which has the Committee shall be valid and effective, whether or not members ofauthority to so administer 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 effective 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 Board. 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 Awards granted to Non-Employee Directors and # the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.Plan.

Administrator.4.1The Committee. The Committee (or another committeePlan will be administered by the Committee, which, to the extent deemed necessary or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and, unless otherwise determinedappropriate by the Board, shallwill consist solely of two or more Non-Employee Directors appointed by and holding office atpersons who satisfy the pleasurerequirements for a “non-employee director” under Rule 16b-3 promulgated under the 1934 Act and/or the requirements for an “independent director” under the corporate governance standards of the Board, each of whom is intended to qualify as a "non-employee director" as defined by Rule 16b-3 of the Exchange Act and an "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 the extent required under such provision;New York Stock Exchange; provided, however, that any action takenactions by the Committee shall be valid and effective, whethereven if one or notmore members of the Committee fail to satisfy such requirements. The members of the Committee shall be appointed from time to time by, and shall serve at the timepleasure of, the Board of Directors. In the absence of such action are later determined not toappointment, the Board of Directors shall serve as the Committee and shall have satisfiedall of the requirements for membershipresponsibilities, duties, and authority of the Committee 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 effective 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 Board. 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 Awards granted to Non-Employee Directors and # the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.herein.

Administrator. The Plan shall be administered by the Committee (or another committeewhich shall have all powers necessary or a subcommittee ofdesirable for such administration. To the Board assuming the functionsextent required by Rule 16b-3, all Awards shall be made by members of the Committee under the Plan) shall administer the Plan (exceptwho are "non-employee directors" as otherwise permitted herein) and, unless otherwise determinedthat term is defined in Rule 16b-3, or by the Board, shall consist solely of two or more Non-Employee Directors appointed by and holding office atBoard. In the pleasureevent the Board determines that a member of the Board, each of whom is intended to qualify asCommittee (or any applicable subcommittee) was not an "independent director" under applicable stock exchange listing standards and/or was not a "non-"non‑employee director" as defined byin Rule 16b-3 of16b‑3, as applicable, on the Exchange ActAward Date, such determination shall not invalidate the Award and an "independent director'' under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded,Award shall remain valid in each case,accordance with its terms. Any authority granted to the extent required under such provision; provided, however, that any action taken by the Committee shall be valid and effective, whether or not 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 effective 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 onlyalso be filledexercised by the Board. 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 Awards granted to Non-Employee Directors and # the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.Board.

Administrator.Section # Committee. The Committee (or anotherPlan shall be administered by a committee of two or a subcommittee ofmore individuals appointed by the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and, unlesswho are Non-Employee Directors. Unless otherwise determined by the Board, the Compensation Committee shall consist solelyact as the Committee hereunder. The members of two or more Non-Employee Directors appointed by and holding officethe Committee shall serve at the pleasurediscretion of the Board, each of whom is intended to qualify as a "non-employee director" as defined by Rule 16b-3Board. Those members of the Exchange Act and an "independent director''Board who are “independent directors” under the rulescorporate governance standards of anythe principal national securities exchange or automated quotation system on which the Shares are listed, quotedCorporation lists its securities may, in their discretion, take any action and exercise any power, privilege or traded,discretion conferred on the Committee under the Plan with the same force and effect under the Plan as if done or exercised by the Committee. No member of the Committee or the independent directors shall participate in each case, to the extent required under such provision; provided, however, that any action taken by such body under the Committee shall be valid and effective, whetherPlan if he or notshe is personally affected thereby, unless all members of the Committee at the time of such actionor independent directors, as applicable, 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 effective 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 Board. 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 Awards granted to Non-Employee Directors and # the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof.similarly affected.