Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and # interpret, amend or revoke any such rules.

Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and # interpret, amend or revoke any such rules.

Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee willshall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees willshall be granted awards,Awards in respect of a Performance Period, # prescribe the terms and conditions of awards,Awards, including whether, to what extent, and under what circumstances Awards may be forfeited or suspended, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessaryinterpret, administer, reconcile any inconsistency or appropriate to permit participationcorrect any defect in the Plan by Employees who are foreign nationals and/or employed outside of the United States,any Award granted thereunder (including, without limitation, any agreement pursuant to which such Award is granted), # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and # interpret, amendamend, or revoke any such rules.rules, and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration and/or operation of the Plan. The Committee may exercise its powers and discretion hereunder in a non-uniform manner among Participants.

Committee Authority. It will be the duty4.2Authority of the Committee. The Committee shall have the exclusive authority to administer and construe the Plan in accordance with the Plan’sits provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to,Committee’s authority shall include, without limitation, the power to # determine which Employees will be granted awards,persons eligible for Awards, # prescribe the terms and conditions of awards,the Awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States,Awards, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith,therewith and # interpret, amend or revoke any such rules. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more officers of the Company to the extent permitted by law.

CommitteeAdministrator Authority. It willThe Plan shall be administered by the duty ofAdministrator, subject to [Section 5.3], and with respect to any Company executive officer the Committee to administer the Plan in accordance with the Plan’s provisions.shall act as Administrator. The Committee willAdministrator shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to,including (without limitation) the power to # determine which Employees willshall be granted awards, # prescribe the terms and conditions of the awards, # interpret the Plan and the awards,Plan, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States,appropriate, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and # interpret, amend or revoke any such rules.

Committee Authority. It will beUnless otherwise determined by the dutyBoard and subject to the provisions of the Plan, the Committee and the Administrator (subject to the Committee’s ability to restrict the Administrator) shall have the authority and full discretionary power to: # designate eligible Participants, and make Awards; # determine the size of Awards as specified herein; # administer, construe and interpret the Plan; # prescribe, amend and rescind rules and regulations, agreements, terms, and notices hereunder (but not unilateral modifications to existing Awards without the affected Participant’s written consent); and # make all other determinations necessary or advisable in its discretion for the administration of the Plan. Any actions of the Committee with respect to the Plan shall be conclusive and binding upon all persons interested in the Plan. The Committee and Administrator may each appoint agents and delegate authority as advisable to administer the Plan in accordance with the Plan’s provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and # interpret, amend or revoke any such rules.Plan.

Committee Authority. It will be the duty4.2Authority of the Committee. The Committee shall have the exclusive authority to administer and construe the Plan in accordance with the Plan’sits provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to,Committee’s authority shall include, without limitation, the power to # determine which Employees will be granted awards,persons eligible for Awards, # prescribe the terms and conditions of awards,the Awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States,Awards, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith,therewith and # interpret, amend or revoke any such rules. With respect to any Award that is intended to qualify as “performance-based compensation” within the meaning of section 162(m) of the Code, the Committee shall have no discretion to increase the amount of compensation that otherwise would be due upon 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, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more officers of the Company to the extent permitted by law.

Committee Authority. It willThe Committee shall have such powers and authority as may be the duty ofnecessary or appropriate for the Committee to administercarry out its functions as described in the PlanPlan. Subject to the express limitations of the Plan, the Committee shall have authority in accordanceits discretion to determine, after considering management’s recommendations with respect to Eligible Employees excluding the Plan’Company’s provisions.executive officers, the Eligible Employees to whom, and the time or times at which, Awards may be granted, the number of Shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the performance goals and other conditions of an Award, the duration of the Award, and all other terms of the Award. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to #shall determine which Employees will be granted awards, # prescribe the terms and conditions of awards, #all Awards granted to Participants. Subject to the terms of the Plan, the Committee shall have the authority to amend the terms of an Award in any manner that is not inconsistent with the Plan, provided that no amendment may be made to any outstanding Award that would materially adversely affect the rights of the Participant with respect to such Award without the written consent of such Participant. The Committee shall also have discretionary authority to interpret the PlanPlan, to make factual determinations under the Plan, and the awards, # adopt such procedures and sub-plans as areto make all other determinations necessary or appropriateadvisable for Plan administration, including, without limitation, to permit participationcorrect any defect, to supply any omission or to reconcile any inconsistency in the Plan or any Award Agreement hereunder. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. The Committee’s determinations under the Plan need not be uniform and may be made by Employees whothe Committee selectively among Participants and Eligible Employees, whether or not such persons are foreign nationalssimilarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations or employed outsideadvice of any officer or employee of the United States, # adopt rules forCompany or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations and actions by the administration, interpretationCommittee shall be final, conclusive, and application ofbinding upon all parties, including the Plan as are consistent therewith,Company, its shareholders and # interpret, amend or revoke any such rules.all Participants.

The Plan shall be administered by the Committee. The Committee Authority. Itshall 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 dutyamount 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 to administerin 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 in accordance with the Plan’s provisions. The Committee will have all powersneed not be uniform and discretion necessarymay be made selectively among Participants, whether or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans asParticipants are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and # interpret, amend or revoke any such rules.similarly situated.

Committee Authority. ItThe Plan will be administered by the duty of theCommittee. The Committee shall have authority to administeradopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan in accordance with the Plan’s provisions.as it shall deem advisable. The Committee will have all powersmay construe and discretion necessary or appropriate to administerinterpret the terms of the Plan and to control its operation, including, but not limited to,any award agreements entered into under the power to # determine which Employees will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessaryPlan. The Committee may correct any defect, supply any omission or appropriate to permit participationreconcile any inconsistency in the Plan or any award agreement in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. All decisions by Employees who are foreign nationalsthe Committee shall be made in the Committee’s sole discretion and shall be final and binding on all persons having or employed outside of the United States, # adopt rules for the administration, interpretation and application ofclaiming any interest in the Plan as are consistent therewith, and # interpret, amend or revokein any such rules.award agreement.

Committee Authority. It will be the dutySection # Authority of the Committee. Except as limited by law or by the Articles of Incorporation or By-Laws of the Company, and subject to the provisions of the Plan, the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee willshall have all powersfull power and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # select the Employees who shall participate in the Plan; # determine which Employees will be granted awards,the sizes and types of Awards; # prescribedetermine the terms and conditions of awards,Awards in a manner consistent with the Plan; # construe and interpret the Plan, all Award Agreements, and any other agreements or instruments entered into under the Plan; # establish, amend, or waive rules and regulations for the Plan’s administration; and # amend the terms and conditions of any outstanding Award and applicable Award Agreement to the extent that such terms and conditions are within the discretion of the Committee, subject to the provisions of this Plan and any applicable law. Further, the awards, # adopt such procedures and sub-plans as areCommittee shall make all other determinations that may be necessary or appropriate to permit participation inadvisable for the Plan by Employees who are foreign nationals or employed outsideadministration of the United States, # adopt rules forPlan. Each Award shall be evidenced by a written Award Agreement between the administration, interpretationCompany and applicationthe Participant and shall contain such terms and conditions established by the Committee consistent with the provisions of the PlanPlan. Notwithstanding the preceding provisions, the Committee shall not have any authority to take any action with respect to an Award intended to constitute Performance-Based Compensation that would disqualify it from being such. Except as are consistent therewith, and # interpret, amendlimited by applicable law or revoke any such rules.the Plan, the Committee may use its discretion to the maximum extent that it deems appropriate in administering the Plan.

Committee Authority. It willThe Plan shall be administered by the duty of the Committee to administer the Plan in accordance with the Plan’s provisions.Committee. The Committee willshall have all powersfull power and discretion necessary or appropriateauthority, subject to administerthe provisions of the Plan and subject to control its operation, including, butsuch orders or resolutions not limited to,inconsistent with the power to # determine which Employees will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, # adopt rules for the administration, interpretation and applicationprovisions of the Plan as are consistent therewith,may from time to time be adopted by the Board, to: # select the Employees and Directors to whom Awards may from time to time be granted hereunder; # interpret, amenddetermine the type or revoke any such rules.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

Committee Authority. It willAdministration of the Plan. The Plan shall be administered by the dutyCommittee. Any power of the Committee to administermay also be exercised by the Plan in accordanceBoard. To the extent that any permitted action taken by the Board conflicts with action taken by the Plan’s provisions. The Committee will haveCommittee, the Board action shall control. Any or all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outsideaspects of the United States, # adopt rules for the administration, interpretation and applicationadministration of the Plan asmay be delegated to one or more officers or Employees, including, without limitation, the authority to grant Awards to Participants who are consistent therewith,not Executive Officers, if and # interpret, amend or revoke any such rules.to the extent permitted by applicable law.

Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions.Section # Administration. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which EmployeesPlan. The Committee will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and any Award Agreement or other form of agreement or other document used by the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participationCorporation in the Plan by Employees who are foreign nationals or employed outside of the United States, # adopt rules for the administration, interpretation and applicationadministration of the Plan or of any Award, and prescribe such rules, regulations, and procedures in connection with the operation of the Plan, as areit deems to be necessary and advisable for the administration of the Plan consistent therewith,with the purposes of the Plan. Without limiting the foregoing, the Committee will have the authority and # interpret, amend or revoke any such rules.complete discretion to:

Committee Authority. It willAuthority of Committee. Except as provided by Section 11 hereof, the Plan shall be administered by the dutyCommittee, it being understood that the Board retains the right, at its option, to make Awards under the Plan. Subject to the terms of the CommitteePlan and applicable law, and in addition to administer the Plan in accordance with the Plan’s provisions. The Committee will have allother express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority in its discretion necessaryto: # designate Participants; # determine the type or appropriatetypes of Awards to be granted to a Participant; # determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; # determine the timing, terms, and conditions of any Award; # accelerate the time at which all or any part of an Award may be settled or exercised; # determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; # determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; # interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; # subject to control its operation, including, but not limited to, the power to # determine which Employees will be granted awards, # prescribeprovisions of [Sections 6(B), 7(B) and 15(B)] hereof, amend or modify the terms of any Award after grant; # establish, amend, suspend, or waive such rules and conditionsregulations and appoint such agents as it shall deem appropriate for the proper administration of awards,the Plan; and # interpretmake any other determination and take any other action that the Plan and the awards, # adopt such procedures and sub-plans as areCommittee deems necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, # adopt rulesdesirable for the administration, interpretation and applicationadministration of the Plan as are consistent therewith, and # interpret, amendsubject to the exclusive authority of the Board under Section 15 hereunder to amend, suspend or revoke any such rules.terminate the Plan.

Committee Authority. It willThe Plan shall be administered by the dutyCommittee. Subject to the terms of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and applicable law, and in addition to control its operation, including, but not limited to,other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (a) interpret the Plan and any Award Agreement; (b) establish, amend, and rescind any rules and regulations relating to #the Plan; (c) select Participants; (d) determine which Employees willthe type or types of Awards to be granted awards, # prescribeto a Participant; (e) establish the terms and conditions of awards, # interpretany Award consistent with the Planterms and conditions of the awards, # adopt such proceduresPlan; and sub-plans as are(f) make any other determinations that it deems necessary or appropriate to permit participationdesirable for the administration of the Plan. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan by Employees who are foreign nationals or employed outsidein any Award Agreement in the manner and to the extent the Committee deems necessary or desirable. Any decision of the United States, # adopt rules forCommittee in the administration, interpretation and applicationadministration of the Plan as are consistent therewith,shall be made in the Committee’s sole and # interpret, amend or revoke any such rules.absolute discretion and shall be final, conclusive, and binding on all Participants and other persons.

Administration by the Committee. The Committee Authority. It will beshall have the duty of the Committeefull power, discretion, and authority to interpret and administer the Plan in accordancea manner consistent with the Plan’Plan’s provisions. TheHowever, in no event shall the Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees willPlan eligibility, or to determine the number, the value, the vesting period, or the timing of Awards to be granted awards, # prescribe the terms and conditions of awards, # interpretmade under the Plan and(all such determinations being automatic pursuant to the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outsideprovisions of the United States, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and # interpret, amend or revoke any such rules.Plan).

SECTION # ADMINISTRATION: Subject to the express provisions of this Plan, the Committee Authority. Itshall have authority to administer and interpret the Plan, to interpret any Award Agreement, to prescribe, amend, and rescind rules and regulations relating to the Plan and any Award Agreement, and to make all other determinations deemed necessary or advisable for the administration of the Plan. Any determination by the Committee pursuant to any provision of the Plan or of any Award Agreement will be the dutyfinal and conclusive. No member of the Committee will be liable for any such action or determination made in good faith. In exercising its discretion, the Committee may use such objective or subjective factors as it determines to administerbe appropriate in its sole discretion. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee. To the extent permitted by law, the Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee. To the extent permitted by law, the Committee may delegate to one or more of its members or one or more officers of the Company the authority, subject to terms and conditions as the Committee shall determine, to # designate Employees to be recipients of Awards under the Plan and # determine the size of any such Awards; provided, however, that: # the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee who is an officer, member of the Board, or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as determined by the Committee in accordance with the Plan’s provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outsideSection 16 of the United States,Securities Exchange Act of 1934, as amended; # adopt rulesthe resolution providing for such authorization sets forth the total number of Shares such officer(s) may grant; and # the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated. The Company will not be required to issue any fractional Shares pursuant to this Plan; the Committee may provide for the administration, interpretation and applicationelimination of fractions or for the Plan as are consistent therewith, and # interpret, amend or revoke any such rules.settlement of fractions in cash.

Committee Authority. It willGeneral. The Plan shall be administered by the dutyCommittee, which shall have full authority to interpret the Plan, to establish rules and regulations relating to the operation of the CommitteePlan, to administer the Plan in accordance with the Plan’s provisions. The Committee will haveselect Participants, to determine Individual Award Opportunities and to make all powersdeterminations and discretiontake all other actions necessary or appropriate to administerfor the Plan and to control its operation, including, but not limited to, the power to # determine which Employees will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outsideproper administration of the United States, # adopt rules for the administration,Plan. The Committee’s interpretation and application of the Plan as are consistent therewith,Plan, and # interpret, amend or revoke any such rules.all actions taken within the scope of its authority, shall be final and binding on the Company, its Subsidiaries, its stockholders, Participants, and former Participants and their respective successors and assigns.

Administration. The Committee Authority. It willshall be responsible for the dutyadministration of the CommitteePlan. The Committee, by majority action thereof (whether taken during a meeting or by written consent), shall determine the type or types of Awards to administer the Plan in accordance with the Plan’s provisions. The Committee will have all powers and discretion necessary or appropriate to administerbe made under the Plan and shall designate from time to control its operation, including, but not limited to,time the power to # determine which Employees will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan byEligible Employees who are foreign nationalsto 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 employed outsideadvisable to protect the interests of the United States, # adopt rulesCompany and to make all other determinations necessary or advisable for the administration, interpretation and applicationadministration 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 final and binding and conclusive for all purposes and upon all persons whomsoever. To the extent deemed necessary or advisable for purposes of Rule 16b-3 or otherwise, the Board (or the independent members of the Board) may act as are consistent therewith, and # interpret, amend or revoke any such rules.the Committee hereunder.

The Plan shall be administered by the Committee. The Committee Authority. It will beshall have full power and authority, subject to the dutyprovisions of the CommitteePlan and subject to administersuch orders or resolutions not inconsistent with the provisions of the Plan in accordanceas 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 Plan’s provisions. The Committee will have all powersprovisions 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 discretion necessaryconditions, 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 shall be deferred; # determine whether, to what extent and under what circumstances any Award shall be canceled or appropriate tosuspended; # interpret and administer the Plan and to control its operation, including, but not limited to,any instrument or agreement entered into under or in connection with the power toPlan, including any Award Agreement; # determine which Employees will be granted awards, # prescribe the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessarycorrect any defect, supply any omission or appropriate to permit participationreconcile any inconsistency in the Plan by Employees who are foreign nationals or employed outsideany Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; # establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the United States,Plan; and # adopt rulesmake any other determination and take any other action that the Committee deems necessary or desirable for the administration, interpretation and applicationadministration of the Plan as are consistent therewith, and # interpret, amend or revoke any such rules.Plan.

Committee Authority. It will be the dutyAuthority of the CommitteeCommittee. The Plan shall be administered by the Committee, 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 shall be administered by only those members of the Board who are Independent members of the Board, in accordancewhich case references herein to the “Committee” shall be deemed to include references to the Independent members of the Board. The Committee shall have full and final authority, subject to and consistent with the Plan’s provisions. The Committee will have all powersprovisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees will be granted awards, # prescribe theother 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 awards, #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 awards, # adopt such procedures and sub-plans as areCommittee may deem necessary or appropriateadvisable for the administration of the Plan. In exercising any discretion granted to permit participation inthe Committee under the Plan by Employees who are foreign nationals or employed outsidepursuant 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 the United States, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and # interpret, amendany other Eligible Persons or revoke any such rules.Participants.

Committee Authority. It will beAuthority of Committee. Subject to the dutyprovisions of the Plan, the Committee shall be authorized to administerinterpret the Plan, make, amend and rescind such rules as it deems necessary for the proper administration of the Plan, make all other determinations necessary or advisable for the administration of the Plan and correct any defect or supply any omission or reconcile any inconsistency in the Plan in accordance with the Plan’s provisions. Themanner and to the extent the Committee will have all powers and discretion necessary or appropriatedeems desirable to administercarry the Plan into effect. Any action taken or determination made by the Committee shall be conclusive and to control its operation, including, but not limited to,binding on all parties. In the power to # determine which Employees will be granted awards, # prescribeevent of any conflict between an Award Schedule and the Plan, the terms and conditions of awards, # interpret the Plan and the awards, # adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and # interpret, amend or revoke any such rules.shall govern.