POWERS OF EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE. The Committee shall have the authority to make all interpretations of this plan in its sole discretion. It shall make all administrative rules and other determinations and shall rule upon all questions and requests with respect to the Plan.

13.2Powers of the Committee. In addition to the other powers granted under the Plan, the Committee shall have all powers necessary to administer the plan, including without limitation, powers:

Section # Committee Powers.

Powers and Responsibilities. Except as otherwise provided herein, the Committee shall have the following discretionary powers, rights and responsibilities in addition to (and without limiting) those described in Section 3.1:

Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan and otherwise administer the Plan and the Awards granted hereunder, including, without limitation, the power and authority:

Powers of RPAC. The RPAC will have sole and absolute discretion regarding the exercise of its powers and duties under this ERA. In order to effectuate the purposes of the ERA, the RPAC will have the following powers and duties:

Powers of Attorney. Without limiting the generality of the foregoing, the Master Servicer is hereby authorized and empowered to execute and deliver on behalf of itself and the Participant, all agreements and instruments as may be necessary or desirable in connection with the performance of its rights and obligations pursuant to this [Section 3.01]. If reasonably required by the Master Servicer, the Participant shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Master Agreement, the Credit Documents and the other documentation pertaining to the Participation Interests.

Powers and Responsibilities. The Plan shall be administered by the Committee which shall have the following powers and responsibilities.

Powers of Gyrodyne. Subject to the express limitations set forth in this Agreement, and to the right of Gyrodyne to delegate its responsibilities pursuant to [Section 4.1], the power to direct the management, operation and policies of GSD shall be vested in Gyrodyne, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of GSD to carry out any and all of the objectives and purposes of GSD and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement.

THE COMMITTEE. The Plan shall be administered by the Compensation 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 the extent that any Award is designed to comply with the Performance-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 time required by Rule 16b-3 under the Exchange Act, each of whom shall be a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, or any successor rule or regulation.