Delegation. The Committee may delegate its powers and duties under the Plan to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powers and duties under the Plan # with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act, # in such a manner as would cause the Plan not to comply with the requirements of [Section 162(m) or (iii)])] in such a manner as would contravene Section 157 of the Delaware General Corporation Law.

Delegation.Delegation by Committee. The CommitteeCommittee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its powersauthority and dutiespowers under the Plan to one or more officers committees, directors, officers, and/or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powers and duties under the Plan # with regard to officers or directorsother employees of the Company orexcept that any Affiliate who are subject tomatters affecting Section 16 of the Exchange Act, # in such a manner as would cause the Plan not to complyPersons or Executive Participants shall remain with the requirements of [Section 162(m) or (iii)])] in such a manner as would contravene Section 157 of the Delaware General Corporation Law.Committee.

Delegation.Delegation by Committee. The CommitteeCommittee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its powersauthority and dutiespowers under the Plan to one or more officers directors and/or Directorsofficers of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powers and duties under the Plan # with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act, # in such a manner as would cause the Plan not to comply with the requirements of [Section 162(m) or (iii)])] in such a manner as would contravene Section 157 of the Delaware General Corporation Law.Company.

Delegation.Section # Delegation by the Committee. The Committee may delegate all or any part of its authority and powers and duties under thethis Plan to one or more officersDirectors or Directorsofficers of the Company, subject to such terms, conditions and limitations asCompany; provided, however, the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powersauthority and duties under the Planpowers # with regardrespect to officers or directors of the Company or any Affiliate who are subjectgrants to Section 16 of the Exchange Act,Persons, # in such a manner asway that would causejeopardize the Plan notPlan’s satisfaction of Rule 16b-3, or # with respect to comply with the requirements of [Section 162(m) or (iii)])] in such a manner as would contravene Section 157 of the Delaware General Corporation Law.grants intended to constitute Performance-Based Compensation.

Delegation. The Committee may delegate its powerssubject to the provisions of this Plan and duties under the Plan[Section 162(m)], to delegate to one or more officersofficers, a subcommittee of the Committee or other members of the Board of Directors of the Company, subject toCompany some of its authority under this Plan and, for such terms, conditions and limitations aspurposes, the delegates shall have the same authority of the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powers and duties under the Plan # with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act, # in such a manner as would cause the Plan not to comply with the requirements of [Section 162(m) or (iii)])] in such a manner as would contravene Section 157 of the Delaware General Corporation Law.hereunder;

Delegation.Delegation by the Administrator. The CommitteeAdministrator, on such terms and conditions as it may provide, may delegate all or part of its powersauthority and dutiespowers under the Plan to one or more officers directors and/or Directorsemployees of the Company, subject to such terms, conditions and limitations asexcept that the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powersauthority and dutiespowers under the Plan # with regardrespect to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act, # in such a manner as would cause the Plan not to comply with the requirements of [Section 162(m) or (iii)])] in such a manner as would contravene Section 157 of the Delaware General Corporation Law.executive officers.