Decisions of Board or Committee. The Board or the Committee (as defined in the Plan) shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Governance and Nominating Committee (the "Committee") in accordance with this [Section 5]. The Committee shall be selected by the Board and shall consist of two or more members of the Board.

Administration. The Plan shall be administered by # the Board or # a Committee, which Committee shall be constituted to satisfy Applicable Laws.

4.2The Board shall be the plan administrator of this Plan and shall be solely responsible for its general administration and interpretation and for carrying out the provisions hereof, and shall have all such powers as many be necessary to do so. The Board shall have the right to delegate from time to time the administration of the Plan, in whole or in part, to any committee of the Board. The decisions made, and the actions taken, by the Board or any committee thereof in the administration of the Plan shall be final and conclusive on all persons, and no member of the Board or any committee thereof shall be subject to individual liability with respect to the Plan.

Administration. This 2018 Outperformance Plan and all Awards issued hereunder shall be administered by the Committee; provided that all powers of the Committee hereunder can be exercised by the full Board if the Board so elects.

ADMINISTRATION. The Plan shall be administered by a committee appointed by the Board of Directors of the Corporation (the “Committee”). The Committee shall consist of not less than three (3) members of the Corporation’s Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. No member of the Committee shall be eligible to participate in the Plan.

Administration. The Committee shall interpret the Plan, prescribe, amend, and rescind rules relating to it, select eligible Participants, and take all other actions necessary for its administration, which actions shall be final and binding upon all Participants. To the extent permitted by law, all members of the Board of Directors, including the members of the Committee, shall be indemnified and held harmless by the Company with respect to any loss, cost, liability or expense that may be reasonably incurred in connection with any claim, action, suit or proceeding which arises by reason of any act or omission under the Plan so long as such act or omission is taken in good faith and within the scope of the authority delegated herein.

Administration. This RSA Agreement will be administered by the Committee. Subject to the general purposes, terms and conditions of this RSA Agreement, and to the direction of the Board, the Committee will have full power to implement and carry out this RSA Agreement. Without limitation, the Committee will have the authority to: # construe and interpret this RSA Agreement; # determine the fair market value in good faith and interpret the applicable provisions of this RSA Agreement in connection with circumstances that impact the fair market value, if necessary; # grant waivers of any conditions of this Award; # correct any defect, supply any omission, or reconcile any inconsistency in this Award or this RSA Agreement; # determine whether this Award has been earned; or # make all other determinations necessary or advisable in connection with the administration of this RSA Agreement; provided, that, in each case, no such action shall be in contravention of any express terms of this Award. Any amendment or other modification of this RSA Agreement shall be memorialized in a written instrument executed by the Company and Participant.

Administration. The Nominating and Governance Committee of the Board of Directors (the “Committee”) administers the Plan and this Agreement. The Committee shall have sole discretion to interpret the Plan and this Agreement, amend and rescind rules relating to its implementation and make all determinations necessary for administration of the Plan and this Agreement. The Grantee's rights under this Agreement are expressly subject to the terms and conditions of the Plan, including continued shareholder approval of the Plan, and to any guidelines the Company adopts from time to time. The Grantee hereby acknowledges receipt of a copy of the Plan.

Administration. The LTIP shall be administered by the Committee. The Committee shall have full power and authority to administer and interpret the LTIP and any awards made under the LTIP, and its interpretations shall be conclusive and binding on all persons.