Delegation by Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more committees, directors, officers, and/or other employees of the Company except that any matters affecting Section 16 Persons or Executive Participants shall remain with the Committee.

Delegation by Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company.

Section # Delegation by the Committee. The Committee may delegate all or any part of its authority and powers under this Plan to one or more Directors or officers of the Company; provided, however, the Committee may not delegate its authority and powers # with respect to grants to Section 16 Persons, # in a way that would jeopardize the Plan’s satisfaction of Rule 16b-3, or # with respect to grants intended to constitute Performance-Based Compensation.

Delegation. The Committee may delegate its powers and duties under the Plan to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powers and duties under the Plan # with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act, # in such a manner as would cause the Plan not to comply with the requirements of [Section 162(m) or (iii)])] in such a manner as would contravene Section 157 of the Delaware General Corporation Law.

Delegation by the Administrator. The Administrator, on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or employees of the Company, except that the Committee may not delegate its authority and powers under the Plan with respect to Company executive officers.

Delegation of Power. The Committee may delegate some or all of its power and authority hereunder to a director or subcommittee of directors of the Board, the Chief Executive Officer, the Chief Human Resources Officer or other executive officer or function of the Company as the Committee deems appropriate; provided, however, that the Committee shall retain its power and authority with respect to any Participant who is an Executive Officer. Notwithstanding the foregoing, no Participant shall make decisions under this Plan with respect to his or her own compensation or with respect to the compensation of any person to whom such Participant reports directly or indirectly, including, without limitation, regarding his or her own (or such report’s) Individual Award Opportunity.

Delegation by the Committee. The Committee may delegate to one or more individuals, pursuant to a written delegation, the day-to-day administration of the Plan and any of the functions assigned to it in this Plan, except that any such delegation shall not include the Committee’s authority and responsibility to grant Awards and interpret and construe the Plan under Sections 3.2(a)-(e) and (p). Any actions taken by any delegatees of the Committee pursuant to such written delegation of authority shall be deemed to have been taken by the Committee. Such delegation may be revoked at any time.

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.

Delegation. The Committee may in its discretion delegate to the Chief Executive Officer or other officers ministerial or other administrative authority under the Plan, subject to the requirements of Applicable Law and such terms and conditions as may be established by the Committee. In the case of such delegation, references to the “Committee” herein shall include such designee or designees, unless the context otherwise requires (as determined by the Committee).

Delegation. To the extent permitted by law, the Committee may delegate to the Secretary of the Company or other employees of the Company the duties or powers it may deem advisable to assist the Committee in the administration and operation of the Plan and may grant authority to such persons to execute documents on behalf of the Committee. To the extent permitted by applicable law, the Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: # designate Employees to be recipients of Awards; and # determine the size of any such Awards; provided, however, # the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee who is considered an officer (as defined in Rule 16a-1(f)) of the Exchange Act; # the resolution providing such authorization sets forth the total number of Awards such officer(s) may grant; and # the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.