Appointment of Committee. The Plan shall be administered by the Committee. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Awards under the Plan, whether or not any Awards are the same or such persons are similarly situated. Without limiting the generality of the foregoing, the Committee will be entitled, among other things, to make non-uniform and selective determinations and to establish non-uniform and selective Performance Criterion, Performance Criteria, Performance Goals, the weightings thereof, and Target Awards. Whenever the Plan refers to a determination being made by the Committee, it shall be deemed to mean a determination by the Committee in its sole discretion. Notwithstanding the foregoing, the Committee may delegate the responsibility for administering the Plan, subject to such limitations as the Committee deems appropriate. All references in the Plan to the “Committee” shall be, as applicable, to the Committee or any other committee or officer to whom the Board or the Committee has delegated authority to administer the Plan.

The Plan shall be administered by the Committee. The Committee’sCommittee shall have the authority to select the employees to be granted Awards under the Plan, to determine the size and terms of an Award (subject to the limitations imposed on Awards in [Section 5] below), to modify the terms of any Award that has been granted, to determine the time when Awards will be made, the amount of any payments pursuant to such Awards and the Performance Period to which they relate, to determine any employment restrictions on actual receipt of payments pursuant to Awards, to establish performance objectives in respect of such Performance Periods and to determine whether such performance objectives were attained. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. Determinations made by the Committee under the Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Awards under the Plan,Participants, whether or not any Awards are the same or such personsParticipants are similarly situated. Without limiting the generality of the foregoing, the Committee will be entitled, among other things, to make non-uniform and selective determinations and to establish non-uniform and selective Performance Criterion, Performance Criteria, Performance Goals, the weightings thereof, and Target Awards. Whenever the Plan refers to a determination being made by the Committee, it shall be deemed to mean a determination by the Committee in its sole discretion. Notwithstanding the foregoing, the Committee may delegate the responsibility for administering the Plan, subject to such limitations as the Committee deems appropriate. All references in the Plan to the “Committee” shall be, as applicable, to the Committee or any other committee or officer to whom the Board or the Committee has delegated authority to administer the Plan.

The Plan shall be administered by the Committee.Committee; provided, that the Board may in any instance perform any of the functions of the Committee hereunder. The Committee shall select the Participants to receive Awards and shall determine the terms and conditions of the Awards. The Committee shall have authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time consider advisable, and to interpret the provisions of the Plan. The Committee’s decisions shall be final and binding. To the extent permitted by applicable law, the Committee may delegate to one or more executive officers of the Company the power to make Awards to Participants who are not Reporting Persons or Covered Employees and all determinations under the Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Awards under the Plan, whether or not any Awards are the same or such persons are similarly situated. Without limiting the generality of the foregoing,with respect thereto, provided that the Committee will be entitled, among other things, to make non-uniformshall fix the maximum amount of such Awards for all such Participants and selective determinations and to establish non-uniform and selective Performance Criterion, Performance Criteria, Performance Goals, the weightings thereof, and Target Awards. Whenever the Plan refers to a determination being made by the Committee, it shall be deemed to mean a determination by the Committee in its sole discretion. Notwithstanding the foregoing, the Committee may delegate the responsibilitymaximum for administering the Plan, subject to such limitations as the Committee deems appropriate. All references in the Plan to the “Committee” shall be, as applicable, to the Committee or any other committee or officer to whom the Board or the Committee has delegated authority to administer the Plan.one Participant.

The Plan shall be administered by the Committee. The Committee’s determinationsCommittee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: # select the Participants to whom Awards may from time to time be granted hereunder; # determine the type or types of Awards, not inconsistent with the provisions of the Plan, to be granted to each Participant hereunder; # determine the number of Shares to be covered by each Award granted hereunder; # determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; # determine whether, to what extent, and under what circumstances Performance Awards made under the Plan need notshall be uniformdeferred; # determine whether, to what extent and mayunder what circumstances any Award shall be made by it selectively among persons who receivecanceled or are eligible to receive Awardssuspended; # interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, whetherincluding any Award Agreement; # correct any defect, supply any omission or notreconcile any Awards areinconsistency in the samePlan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; # establish such persons are similarly situated. Without limitingrules and regulations and appoint such agents as it shall deem appropriate for the generalityproper administration of the foregoing, the Committee will be entitled, amongPlan; and # make any other things, to make non-uniformdetermination and selective determinations and to establish non-uniform and selective Performance Criterion, Performance Criteria, Performance Goals, the weightings thereof, and Target Awards. Whenever the Plan refers to a determination being made by the Committee, it shall be deemed to mean a determination by the Committee in its sole discretion. Notwithstanding the foregoing, the Committee may delegate the responsibility for administering the Plan, subject to such limitations astake any other action that the Committee deems appropriate. All references innecessary or desirable for administration of the Plan to the “Committee” shall be, as applicable, to the Committee or any other committee or officer to whom the Board or the Committee has delegated authority to administer the Plan.

Administration. The Committee shall be responsible for the administration of Committee.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 but only to the extent not contrary to the express provisions of the Plan. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be administered byfinal and binding and conclusive for all purposes and upon all persons whomsoever. To the Committee. The Committee’s determinations underextent deemed necessary or advisable for purposes of Rule 16b-3 or otherwise, the Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Awards underBoard (or the Plan, whether or not any Awards are the same or such persons are similarly situated. Without limiting the generalityindependent members of the foregoing, the Committee will be entitled, among other things, to make non-uniform and selective determinations and to establish non-uniform and selective Performance Criterion, Performance Criteria, Performance Goals, the weightings thereof, and Target Awards. Whenever the Plan refers to a determination being made by the Committee, it shall be deemed to mean a determination by the Committee in its sole discretion. Notwithstanding the foregoing, the CommitteeBoard) may delegate the responsibility for administering the Plan, subject to such limitationsact as the Committee deems appropriate. All references in the Plan to the “Committee” shall be, as applicable, to the Committee or any other committee or officer to whom the Board or the Committee has delegated authority to administer the Plan.hereunder.

Authority of the Committee. The Plan shall be administered by the Committee. The Committee’s determinations underCommittee, except to the extent (and subject to the limitations imposed by [Section 3(b)] hereof) the Board elects to administer the Plan, in which case the Plan need notshall be uniform and may be madeadministered by it selectively among persons who receive or are eligible to receive Awards under the Plan, whether or not any Awards are the same or such persons are similarly situated. Without limiting the generalityonly those members of the foregoing,Board who are Independent members of the Committee will be entitled, among other things,Board, in which case references herein to make non-uniform and selective determinations and to establish non-uniform and selective Performance Criterion, Performance Criteria, Performance Goals, the weightings thereof, and Target Awards. Whenever the Plan refers to a determination being made by the Committee, it“Committee” shall be deemed to mean a determination byinclude references to the Independent members of the Board. The Committee in its sole discretion. Notwithstandingshall have full and final authority, subject to and consistent with the foregoing,provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award Agreements and correct defects, supply omissions, or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may delegatedeem necessary or advisable for the responsibility for administeringadministration of the Plan, subject to such limitations as the Committee deems appropriate. All references in the Plan to the “Committee” shall be, as applicable,Plan. In exercising any discretion granted to the Committee under the Plan or pursuant to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of any other committeeEligible Persons or officer to whom the Board or the Committee has delegated authority to administer the Plan.Participants.