Section # “Committee” means the Compensation Committee of the Board of Directors, each member of which shall qualify as an “outside director” within the meaning of Treasury Regulation §1.162-27(e)(3).

"Committee" shall mean the Compensation Committee of the Company as appointed by the Board in accordance with Section 4 of the Plan; provided, however, that the Committee shall at all times consist solely of persons who, at the time of their appointment, each qualified as a "Non-Employee Director" under Rule 16b-3(b)(3)(i) promulgated under the Exchange Act and, to the extent that relief from the limitation of Section 162(m) of the Code is sought, as an "Outside Director" under [Section 1.162-27(e)(3)(i)])] of the Treasury Regulations.

Section # “Committee” means a committee consisting of at least two (2) of those members of the Compensation Committee of the Company who are Outside Directors. To the extent of the delegation set forth in section 8.3, references in the Plan or any instrument issued in relation to the Plan to the Committee shall be deemed to be references to the Committee’s delegate.

“Committee” means the Compensation Committee of the Board or such other committee appointed from time to time by the Board to administer the Plan. The Committee shall consist of two or more members, each of whom shall qualify as a “non-employee director,” as the term (or similar or successor term) is defined by Rule 16b-3, and as an “outside director” within the meaning of Code Section 162(m) and regulations thereunder.

“Committee” means the Compensation Committee of the Board of Directors.

(e) “Committee” means the Compensation and Benefits Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan. The Committee shall at all times be comprised solely of two or more outside directors within the meaning of Treasury Regulation Section 1.162-27(e).

“Committee” shall mean the Compensation Committee of the Board, consisting of no fewer than three Directors, each of whom is # a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act, # an “outside director” within the meaning of Section 162(m) of the Code, and # an “independent director” for purpose of the rules and regulations of the New York Stock Exchange (or such other principal securities market on which the Shares are traded).