Board Committee Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

Administration. The Plan will be administered by the Board or by a committee appointed by the Board (the “Committee”). The Board or the Committee shall have authority, subjecthas authority to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescindmake rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these TermsPlan and Conditionsits interpretation and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and itdecisions with regard thereto shall be the solefinal and final judge of such expediency.conclusive.

Administration by the Board Committee Administration.or the Committee. The Board shall administer the Plan in accordance with the provisions hereof. The Board may appoint a committee (the “Committee”) to administer the Plan. If a Committee is appointed, the Committee shall have authority, subjectthe powers and authority otherwise delegated to the express provisions of theBoard in this Plan as in effectdocument. The Board may, from time to time, to construe these Terms and Conditions andincrease or decrease the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgmentsize of the BoardCommittee, fill vacancies however caused, remove members with or without cause, and disband the Committee necessary or desirable for the administration ofand thereafter directly administer the Plan. The Board CommitteeCompany may correct any defect or supply any omission or reconcile any inconsistency in these Termsengage a third party to administer routine matters under the Plan, such as establishing and Conditionsmaintaining accounts for Participants and the Agreement in the manner andfacilitating transactions by Participants pursuant to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.Plan.

The Committee Administration. The Board Committee shallwill have authority, subjectthe authority and discretion to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement andinterpret the Plan, to establish, amendamend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations in the judgment of the Board Committeethat may be necessary or desirableadvisable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

This Agreement and the rights of the Participant hereunder are subject to all the express provisionsterms and conditions of the PlanPlan, as in effectthe same may be amended from time to time,time by the Board of Directors, as well as to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescindsuch rules and regulations relatingas the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to the Plan,administer, construe, and to make all other determinations in the judgment of the Board Committee necessary or desirable forappropriate to the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistencyPlan and this Agreement, in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and itits sole discretion, all of which shall be binding upon the sole and final judge of such expediency.Participant.

The Plan shall be administered by the Plan Administration Committee Administration.(hereinafter called “Administration Committee”). The BoardAdministration Committee shall have authority, subjectall such powers that may be necessary to carry out the express provisions of the Plan as in effect from timePlan, including, without reservation, the power to time,delegate administrative matters to other persons and to construe these Terms and Conditions andinterpret the Agreement andPlan at any time or on any matter in the Plan, to establish, amend and rescind rules and regulations relatingabsence of any action by the Board of Directors of the Company (the “Board”). Subject to the Plan,foregoing, all decisions and determinations by the Administration Committee shall be final, binding and conclusive as to makeall parties – including the Company, any personnel participating hereunder, and all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Termsemployees and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.persons.

Administration. The Board Committee shall have authority, subjectthe power to interpret the express provisionsPlan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Grantee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relatinggood faith with respect to the Plan, and to make all other determinations in the judgment of the Board Committee necessaryPlan or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.this Agreement.

Administration. The Board CommitteeExcept as otherwise provided in the Plan, the Plan shall be administered by the Committee, which shall have authority, subjectthe final authority to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescindadopt rules and regulations relating tofor carrying out the Plan, and to make all other determinations ininterpret, construe, and implement the judgmentprovisions of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

The BoardPlan will be administered by the Committee. The Committee shall have authority, subjectauthority to adopt, amend and repeal such administrative rules, guidelines and practices relating to the express provisionsPlan as it shall deem advisable. The Committee may construe and interpret the terms of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration ofany award agreements entered into under the Plan. The Board Committee may correct any defect ordefect, supply any omission or reconcile any inconsistency in these Terms and Conditions and the AgreementPlan or any award agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency. All decisions by the Committee shall be made in the Committee’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any award agreement.

Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement andinterpret the Plan, to establish, amendprescribe, amend, and rescind rules and regulations relating to the Plan,it, select eligible Participants, and to maketake all other determinations inactions necessary for its administration, which actions shall be final and binding upon all Participants. To the judgmentextent permitted by law, all members of the Board Committee necessary or desirable forof Directors, including the administrationmembers of the Plan. The Board CommitteeCommittee, shall be indemnified and held harmless by the Company with respect to any loss, cost, liability or expense that may correctbe reasonably incurred in connection with any defectclaim, action, suit or supplyproceeding which arises by reason of any act or omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carryunder the Plan into effect,so long as such act or omission is taken in good faith and it shall bewithin the sole and final judgescope of such expediency.the authority delegated herein.