Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (each, a “Committee”). All references in the Plan to the “Board” shall mean the Board or a Committee of the Board to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.

Within Operating Committees. All decisions within the JDC and JCC will be ​ and all decisions within the other committees, other than the JSC, where the decision relates to Products in the Shared Territory ​. If a dispute arises which cannot be resolved within ​or such ​, then if such dispute relates to a matter within the jurisdiction of the ​, the representatives of either Party may cause such matter to ​ for ​ as provided in ​.

Number and Composition of Committees. The Board currently has the following standing committees: an Audit Committee, a Compensation Committee and a Corporate Governance Committee. From time to time the Board may form a new committee or disband a current committee depending on the circumstances. Each committee complies with the independence and other requirements established by applicable law and regulations, including SEC and NASDAQ rules.

Oversee the Board's activities and, consistent with the committees' respective charters, assign tasks to Board committees.

Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board, or the Committee may delegate to one or more officers of the Company, any or all of their respective authority and responsibility as an Administrator of the Plan; provided that no such delegation is permitted with respect to Stock-based Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised unless the delegation is to another committee of the Board consisting entirely of Non-Employee Directors. If the Board or the Committee has made such a delegation, then all references to the Administrator in this Plan include such other committee or one or more officers to the extent of such delegation.

Section # Committees.

All authority and power to act on behalf of the Company shall derive from the Members' Council and may be delegated, withheld or withdrawn by the Members' Council in its sole discretion. All personnel employed by the Company and all committees and sub-committees of the Company, whether formal or informal, shall be subordinate and ultimately responsible to the Members' Council.

The Board of Directors may, by resolution, at any time deemed desirable, discontinue any standing or special committee, provided, however, that so long as the Corporation’s securities are listed on a national stock exchange or quoted on a national quotation service that require specified standing committees to maintain listed or quoted, as the case may be, such standing committees shall not be discontinued.

No Outside Director will receive per meeting attendance fees for attending Board or meetings of committees of the Board.

Effective as of the Effective Date, Executive hereby resigns # as an employee and officer of [[Company:Organization]], # from all directorships and board or committee memberships Executive holds within [[Company:Organization]], and # from any and all other offices, committees and positions he holds with [[Company:Organization]]. If requested by [[Company:Organization]], Executive will execute any additional resignation letters, forms or other documents which acknowledge his resignation from such positions, committees and offices.