Board and Plan Committee. Subject to [Article 12], and to [Section 3.2], the Plan shall be administered by the Board, or a committee of the Board appointed by the Board to administer the Plan ("Plan Committee"). To the extent the Board considers it desirable for transactions relating to Awards to be eligible to qualify for an exemption under Rule 16b-3, the Plan Committee shall consist of two or more directors of the Company, all of whom qualify as "non-employee directors" within the meaning of Rule 16b-3. The number of members of the Plan Committee shall from time to time be increased or decreased, and shall be subject to such conditions, including, but not limited to having exclusive authority to make certain grants of Awards or to perform such other acts, in each case as the Board deems appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3 as then in effect.

THE COMMITTEE. The Plan shall be administered by the Board, or a committeeCompensation Committee of the Board or by any other Committee appointed by the Board. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. Notwithstanding any provision contained herein, to administer the Plan ("Plan Committee"). To the extent that any Award is designed to comply with the Board considers it desirable for transactions relatingPerformance-Based Exception, the Committee shall satisfy the requirements contained in [[Section 1.162-27(c)(4)])]])] of the final regulations promulgated by the Internal Revenue Service under Section 162(m) of the Code. For purposes of granting Awards under the Plan, the Committee shall be composed of not less than the minimum number of persons from time to Awards to be eligible to qualify for an exemption undertime required by Rule 16b-3,3 under the Plan Committee shall consist of two or more directors of the Company, allExchange Act, each of whom qualify asshall be a "non-employee directors"director" within the meaning of Rule 16b-3. The number of members of3 under the Plan Committee shall from time to time be increasedExchange Act, or decreased, and shall be subject to such conditions, including, but not limited to having exclusive authority to make certain grants of Awardsany successor rule or to perform such other acts, in each case as the Board deems appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3 as then in effect.regulation.

The Plan shall be administered by the Board,Committee, which may delegate its duties and powers in whole or a committeein part to any subcommittee thereof consisting solely of the Board appointed by the Board to administer the Plan ("Plan Committee"). To the extent the Board considers it desirable for transactions relating to Awards to be eligibleat least two individuals who are intended to qualify for an exemption under Rule 16b-3, the Plan Committee shall consist of two or more directors of the Company, all of whom qualify as "non-employee directors""Non-Employee Directors" within the meaning of Rule 16b-3. The number of members3 under the Act (or any 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 grants are consistent with guidelines established by the Committee shall from time to time be increased or decreased, and shall be subject to such conditions, including, but not limited to having exclusive authority to make certain grants of Awards or to perform such other acts, in each case as the Board deems appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3 as then in effect.time.

The Plan shall be administered by the Board,Committee which shall have all powers necessary or a committee of the Board appointed by the Board to administer the Plan ("Plan Committee").desirable for such administration. To the extent the Board considers it desirable for transactions relating to Awards to be eligible to qualify for an exemption underrequired by Rule 16b-3, the Plan Committeeall Awards shall consist of two or more directors of the Company, all of whom qualify as "non-employee directors" within the meaning of Rule 16b-3. The number ofbe made by members of the Plan Committee shall from time to time be increasedwho are "non-employee directors" as that term is defined in Rule 16b-3, or decreased, and shall be subject to such conditions, including, but not limited to having exclusive authority to make certain grants of Awards or to perform such other acts, in each case asby the Board. In the event the Board deems appropriate to permit transactionsdetermines that a member of the Committee (or any applicable subcommittee) was not an "independent director" under applicable stock exchange listing standards and/or was not a "non‑employee director" as defined in Shares pursuantRule 16b‑3, as applicable, on the Award Date, such determination shall not invalidate the Award and the Award shall remain valid in accordance with its terms. Any authority granted to the Plan to satisfy such conditions of Rule 16b-3 as then in effect.Committee may also be exercised by the full Board.

The Plan shall be administered by the Board, or a committee of the Board appointed by the Board to administer the Plan ("Plan Committee").Committee. To the extent the Board considersdetermines it desirableis appropriate # for transactions relating togrants of Awards to be eligiblecomply with the director independence requirements of the principal stock market or exchange on which the Shares are quoted or traded, any action by the Committee shall require the approval of Committee members who are independent, within the meaning of and to the extent required by applicable rulings and interpretations of such stock market or exchange; and # for Awards to qualify for anthe exemption available under Rule 16b-3,3(d)(1) or 16b-3(e) under the PlanExchange Act, any action by the Committee shall consistrequire the approval of two or more directors of the Company, all of whom qualify as "non-Committee members who are each a non-employee directors"director within the meaning of Rule 16b-3.3 under the Exchange Act. The numberBoard may designate one or more directors as a subcommittee who may act for the Committee if necessary to satisfy the requirements of this Section. To the extent permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, the Committee may delegate to one or more members of the Plan Committee shall from time to time be increased or decreased, and shall be subject to such conditions, including, but not limited to having exclusiveofficers of the Company (including any subcommittee of the Committee or committee of officers) the authority to make certain grantsgrant Awards, including off- cycle, new hire, promotion or retention Awards, except that such delegation shall not be applicable to any Award for a person then covered by Section 16 of Awards or to perform such other acts, in each case as the Board deems appropriate to permit transactions in Shares pursuant toExchange Act. The Committee may establish rules for the Plan to satisfy such conditionsadministration of Rule 16b-3 as then in effect.the Plan.

Committee for Non-Officer Grants. The Board and Plan Committee. Subject to [Article 12], and to [Section 3.2], the Plan shall be administered byof Directors may also appoint one or more separate committees of the Board, or a committeeeach composed of the Board appointed by the Board to administer the Plan ("Plan Committee"). To the extent the Board considers it desirable for transactions relating to Awards to be eligible to qualify for an exemption under Rule 16b-3, the Plan Committee shall consist of twoone or more directors of the Company, allCompany who need not satisfy the requirements of whom qualify as "non-employee directors" within[Section 3.a]), who may administer the meaning of Rule 16b-3. The number of membersPlan with respect to Employees who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such grants. Within the limitations of the preceding sentence, any reference in the Plan to the Committee shall from time to time be increasedinclude such committee or decreased, and shall be subject to such conditions, including, but not limited to having exclusive authority to make certain grants of Awards or to perform such other acts, in each case as the Board deems appropriate to permit transactions in Sharescommittees appointed pursuant to the Planpreceding sentence. To the extent permitted by applicable law, the Board of Directors may also authorize one or more officers of the Company to satisfydesignate Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such conditionsAwards to be received by such persons; provided, however, that the Board of Rule 16b-3 as then in effect.Directors shall specify the total number of Awards that such officers may so award.

The Committee. Subject to [Article 12], and to [Section 3.2], theThe Plan shall be administered by the Board, or a committee of the BoardCommittee, which shall be appointed by the Board to administer the Plan ("Plan Committee"). To the extent the Board considers it desirable for transactions relating to Awards to be eligible to qualify for an exemption under Rule 16b-3, the PlanBoard. The Committee shall consist of two or more“independent” directors for purposes of any relevant stock exchange listing standards. To the Company, all of whom qualify as "non-employee directors" within the meaning ofextent required by Rule 16b-3. The number of3, all Awards shall be made by members of the Plan Committee shall from time to time be increasedwho are “Non-Employee Directors” as that term is defined in Rule 16b-3, or decreased, and shall be subject to such conditions, including, but not limited to having exclusive authority to make certain grants of Awards or to perform such other acts, in each case asby the Board. In the event the Board deems appropriate to permit transactionsdetermines that a member of the Committee (or any applicable subcommittee) was not an “independent director” under applicable stock exchange listing standards, and/or was not a “non-employee director” as defined in Shares pursuantRule 16b-3, as applicable, on the Date of Grant, such determination shall not invalidate the Award and the Award shall remain valid in accordance with its terms. Any authority granted to the Plan to satisfy such conditions of Rule 16b-3 as then in effect.Committee may also be exercised by the full Board.

Committee for Non-Officer Grants. The Board and Plan Committee. Subject to [Article 12], and to [Section 3.2], the Plan shall be administered bymay also appoint one or more separate committees of the Board, or a committeeeach composed of the Board appointed by the Board to administer the Plan ("Plan Committee"). To the extent the Board considers it desirable for transactions relating to Awards to be eligible to qualify for an exemption under Rule 16b-3, the Plan Committee shall consist of twoone or more directors of the Company, allCompany who need not satisfy the requirements of whom qualify as "non-employee directors" within[Section 3(a)], who may administer the meaning of Rule 16b-3. The number of membersPlan with respect to Employees who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such grants. Within the limitations of the preceding sentence, any reference in the Plan to the Committee shall from time to time be increasedinclude such committee or decreased, and shall be subject to such conditions, including, but not limited to having exclusive authority to make certain grants of Awards or to perform such other acts, in each case as the Board deems appropriate to permit transactions in Sharescommittees appointed pursuant to the Planpreceding sentence. To the extent permitted by applicable laws, the Board of Directors or the Committee may also authorize one or more officers of the Company to satisfydesignate Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such conditionsAwards to be received by such persons; provided, however, that the Board of Rule 16b-3 as then in effect.Directors shall specify the total number of Awards that such officers may so award.

The Plan shall be administered by the Board,Board or a committee of the Board appointed by the Board to administer the Plan ("Plan Committee"). To the extent the Board considers it desirable for transactions relating to Awards toCompensation Committee, which shall be eligible to qualify for an exemption under Rule 16b-3, the Plan Committee shall consistcomposed of two or more directors of the Company, alldirectors, each of whom qualify as "non-is a “non-employee directors"director” within the meaning of Rule 16b-3. The number3(b)(3) promulgated under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission, and an “outside director” within the meaning of Section 162(m) of the Code, or any successor provision thereto. Notwithstanding the foregoing, the Board may delegate responsibility for administering the Plan with respect to designated classes of Eligible Persons to different committees consisting of one or more members of the Plan Committee shall from time to time be increased or decreased, and shall beBoard, subject to such conditions, including, but not limited to having exclusive authority to make certain grants of Awards or to perform such other acts, in each caselimitations as the Board deems appropriateappropriate, except with respect to permit transactions in SharesAwards to Participants who are subject to Section 16 of the Exchange Act or Awards granted pursuant to [Section 16] of the Plan. Members of any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. To the extent consistent with applicable law, the Board or the Compensation Committee may authorize one or more officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed by the Board or the Compensation Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any person subject to Section 16 of the Exchange Act. All references in the Plan to satisfy such conditions of Rule 16b-3the “Committee” shall be, as then in effect.applicable, to the Compensation Committee or any other committee or any officer to whom the Board or the Compensation Committee has delegated authority to administer the Plan.

Administration. The Committee shall be responsible for the administration of 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 Plan Committee. Subjectshall designate from time to [Article 12],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 [Section 3.2],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 by the Board, or a committee of the Board appointed by the Board to administer the Plan ("Plan Committee").final and binding and conclusive for all purposes and upon all persons whomsoever. To the extent the Board considers it desirabledeemed necessary or advisable for transactions relating to Awards to be eligible to qualify for an exemption under Rule 16b-3, the Plan Committee shall consist of two or more directors of the Company, all of whom qualify as "non-employee directors" within the meaning of Rule 16b-3. The number of members of the Plan Committee shall from time to time be increased or decreased, and shall be subject to such conditions, including, but not limited to having exclusive authority to make certain grants of Awards or to perform such other acts, in each case as the Board deems appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditionspurposes of Rule 16b-3 or otherwise, the Board (or the independent members of the Board) may act as then in effect.the Committee hereunder.