Committee Composition. The Compensation Committee of the Board shall administer the Plan. The Committee shall consist exclusively of members of the Board, who shall be appointed by the Board. In addition, each member of the Committee shall meet the following requirements:

Committee Composition. The Compensation Committee of the Board shall administer the Plan. The Committee shall consist exclusively of members of the Board, who shall be appointed by the Board. In addition, each member of the Committee shall meet the following requirements:

Committee. The Plan shall be administered by the Compensation Committee of the Board. The Board may remove members, add members, and fill vacancies on the Committee from time to time, all in accordance with the Company’s Articles of Incorporation, by-laws, and with applicable law. The majority vote of the Committee, or for acts taken in writing without a meeting, by the unanimous written consent of the members of the Committee, shall be valid acts of the Committee. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board.

“Committee” means the Compensation Committee of the Board, which has been appointed to administer this Plan.

“Committee” means the Compensation Committee of the Board which has been appointed to administer this Plan.

Plan Committee. The Plan will be administered by a Plan Committee, which will be the Compensation Committee of the Board, or such other committee as may be appointed by the Board, and may include Directors who have elected to participate in the Plan. No member of the Plan Committee will be liable for any act done or determination made in good faith.

Committee. The Plan shall be administered by the Compensation Committee of the Board, or such other committee of the Board as the Board may from time to time designate (the “Committee”); the Committee in any event shall be composed of not fewer than two Outside Directors, and shall be appointed by and serve at the pleasure of the Board. The Committee shall, subject to Section 9, have 608363021.1

“Committee” means the Compensation Committee of the Board or such other committee as may be designated by the Board to administer this Plan, which Committee shall consist of three or more members.

The Plan shall be administered by the Compensation Committee appointed by the Board of Directors of the Company (the “Committee”). The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. The Committee shall select one of its members as Chairman, and shall hold meetings at such times and places as it may determine. Acts by a majority of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee.

Committee Duties. This Plan shall be administered by the Compensation Committee of the Board (the “Committee”). The Committee shall have responsibility for the general administration of the Plan and for carrying out its intent and provisions. The Committee shall interpret the Plan and have such powers and duties as may be necessary to discharge its responsibilities. The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

The Board may from time to time appoint a Compensation Committee of not less than three (3) Board members to administer this Plan (or, in the event the Board is comprised of fewer than three (3) Board members, the number of Board members that constitute the Board), which committee shall, subject to applicable law and any other applicable documents or agreements, be authorized to exercise all of the powers, authority and discretion of the Administering Body under this Plan.