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Action by the Committee. The Committee may adopt rules and regulations for carrying out the Plan. The Committee shall have the express discretionary authority to construe and interpret the Plan and the Award Agreements, to resolve any ambiguities, to define any terms, and to make any other determinations required by the Plan or an Award Agreement. The interpretation and construction of any provisions of the Plan or an Award Agreement by the Committee shall be final and conclusive. The Committee may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.

ActionThe Plan shall be administered by the Committee. TheSubject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee may adoptby 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 the type or types of Awards to be granted to a Participant; (e) establish the terms and conditions of any Award consistent with the terms and conditions of the Plan; and (f) make any other determinations that it deems necessary or desirable for carrying outthe administration of the Plan. The Committee shall have the express discretionary authority to construe and interpret the Plan and the Award Agreements, to resolvemay correct any ambiguities, to definedefect, supply any terms, and to makeomission, or reconcile any other determinations required byinconsistency in the Plan or anin any Award Agreement. TheAgreement in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and construction of any provisionsadministration of the Plan or an Award Agreement by the Committee shall be finalmade in the Committee’s sole and conclusive. The Committee may consult with counsel, who may be counsel to the Company,absolute discretion and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.be final, conclusive, and binding on all Participants and other persons.

ActionThe Plan will be administered by the Committee. The Committee shall have authority to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Committee may adopt rulesconstrue and regulations for carrying outinterpret the terms of the Plan and any award agreements entered into under the Plan. The Committee shall have the express discretionary authority to construe and interpret the Plan and the Award Agreements, to resolvemay correct any ambiguities, to definedefect, supply any terms, and to makeomission or reconcile any other determinations required byinconsistency in the Plan or an Award Agreement. The interpretationany award agreement in the manner and constructionto the extent it shall deem expedient and it shall be the sole and final judge of any provisions of the Plan or an Award Agreementsuch expediency. All decisions by the Committee shall be made in the Committee’s sole discretion and shall be final and conclusive. The Committee may consult with counsel, who may be counsel tobinding on all persons having or claiming any interest in the Company, and shall not incurPlan or in any liability for any action taken in good faith in reliance upon the advice of counsel.award agreement.

Action by the Committee. The Committee may adopt rules and regulations for carrying out the Plan. The Committee shall have the express discretionary authority toTo construe and interpret the Plan and the Award Agreements, to resolve any ambiguities, to define any terms,Awards granted under it, and to makeestablish, amend, and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any other determinations required bydefect, omission, or inconsistency in the Plan or in an Award Agreement. The interpretationAgreement, in a manner and construction of any provisions ofto the extent it shall deem necessary or expedient to make the Plan or an Award Agreement by the Committee shall be final and conclusive. The Committee may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.fully effective;

Action by the Committee. The Committee may adopt rules and regulations for carrying out the Plan. The Committee shall have the express discretionary authorityauthority, from time to construetime and to the extent consistent with Plan terms, to adopt, alter, change and repeal such rules, regulations, guidelines and practices governing the Plan as it shall deem advisable; to interpret the Planterms and the Award Agreements, to resolve any ambiguities, to define any terms, and to make any other determinations required by the Plan or an Award Agreement. The interpretation and construction of any provisions of the Plan or anand any Award issued under the Plan (and any Award Agreement byrelating thereto); to direct employees of the Company or other advisors to prepare such materials or perform such analyses as the Committee shall be finaldeems necessary or appropriate; and conclusive.otherwise to supervise the administration of the Plan. The Committee may consult with counsel, who may be counsel to the Company,Company’s management and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.retain consultants and advisors.

Action by the Committee. The Committee may adoptwill have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations for carrying outrelating to the Plan. The Committee shall havePlan, to determine the express discretionary authorityterms and provisions of any agreements made pursuant to construe and interpret the Plan and the Award Agreements, to resolve any ambiguities, to define any terms,Plan, and to make anyall other determinations required bythat may be necessary or advisable for the Plan or an Award Agreement. The interpretation and construction of any provisionsadministration of the Plan or an Award Agreement by the Committee shall be final and conclusive. The Committee may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.Plan.

Action byAuthority of Committee. Subject to the Committee. The Committee may adopt rules and regulations for carrying outprovisions of the Plan. ThePlan, the Committee shall havebe authorized to interpret the express discretionary authority to construePlan, make, amend and interpretrescind 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 Award Agreements, to resolve any ambiguities, to define any terms,Plan in the manner and to make any other determinations required bythe extent the Committee deems desirable to carry the Plan into effect. Any action taken or an Award Agreement. The interpretation and construction of any provisions of the Plan or an Award Agreementdetermination made by the Committee shall be finalconclusive and conclusive. The Committee may consult with counsel, who may be counsel tobinding on all parties. In the Company,event of any conflict between an Award Schedule and the Plan, the terms of the Plan shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.govern.

Action by the Committee. The Committee may adopt rules and regulations for carrying out the Plan. The Committee shall have the express discretionary authority toTo construe and interpret the Plan and the Award Agreements, to resolve any ambiguities, to define any terms,Awards granted under it, and to makeestablish, amend, and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any other determinations required bydefect, omission or inconsistency in the Plan or in an Award Agreement. The interpretationAgreement, in a manner and construction of any provisions ofto the extent it shall deem necessary or expedient to make the Plan or an Award Agreement by the Committee shall be final and conclusive. The Committee may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.fully effective;

Action by the Committee. The Committee may adopt rules and regulations for carrying out the Plan. The Committee shall have the express discretionary authorityauthority, from time to construetime, to: adopt, alter, change and repeal such rules, regulations, guidelines and practices governing the Plan as it shall deem advisable; to interpret the Planterms and the Award Agreements, to resolve any ambiguities, to define any terms, and to make any other determinations required by the Plan or an Award Agreement. The interpretation and construction of any provisions of the Plan or anand any Award issued under the Plan (and any Award Agreement byrelating thereto); and to direct employees of the Company or other advisors to prepare such materials or perform such analyses as the Committee shall be finaldeems necessary or appropriate; and conclusive.otherwise to supervise the administration of the Plan. The Committee may consult with counsel, who may be counsel to the Company,Company’s management and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.retain consultants and advisors.

Action by the Committee. The Committee may adopt rules and regulations for carrying out the Plan. The Committee shall have the express discretionary authority to construeadopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (including any Award Agreements, to resolve any ambiguities, to define any terms,Agreement) and to makeotherwise supervise the administration of the Plan. A majority of the Committee shall constitute a quorum, and the acts of a majority of a quorum at any other determinations requiredmeeting, or acts reduced to or approved in writing by a majority of the Plan or an Award Agreement.members of the Committee, shall be the valid acts of the Committee. The interpretation and construction by the Committee of any provisions of the Plan or anany Award Agreement bygranted under the Plan shall be final and binding upon the Company, the Board and Participants, including their respective heirs, executors and assigns. No member of the Board or the Committee shall be final and conclusive. The Committee may consult with counsel, who may be counsel to the Company, and shall not incur any liabilityliable for any action takenor determination made in good faith in reliance uponwith respect to the advice of counsel.Plan or an Award granted hereunder.

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