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.

Authority 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.

Authority 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.