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Delegation of Authority. To the extent permitted by Applicable Law, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this [Article 11]; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: # individuals who are subject to Section 16 of the Exchange Act or # officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this [Section 11.6] shall serve in such capacity at the pleasure of the Board and the Committee.

Delegation of Authority. To the extent permitted by Applicable Law, the Board orThe Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers or managers of the CompanyCompany, or a committee of such officers or managers, the authorityauthority, subject to grant or amend Awards or to take other administrative actions pursuant to this [Article 11]; provided, however, that in no eventsuch terms and limitations as the Committee shall an officer of the Company be delegated the authoritydetermine, to grant Awards to, or amendto cancel, modify, waive rights with respect to, alter, discontinue, suspend or terminate Awards held by, the following individuals: # individualsemployees who are subject tonot officers or directors of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Committee may delegate to one or #more officers or managers of the Company (or Directors)Company, or a committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall determine, authority to carry out a specified part or parts of its administrative responsibilities or ministerial functions in connection with the Plan, including but not limited to determining whether the conditions to forfeit an Award have been met. Any delegation of authority may be removed by the Committee at any time with or without cause. Notwithstanding the foregoing, # any delegation to management with respect to the Plan shall conform with the requirements of the corporate law of New Jersey and with the requirements, if any, of the New York Stock Exchange, in either case as in effect from time to time, # interpretations or determinations with respect to an executive officer’s rights under an Award or the Plan shall be made by the Committee, and # if any action or direction of any person to whom authority to grant or amend Awardshereunder has been delegated hereunder; provided, further,conflicts with an action or direction of the Committee, then the authority of the Committee shall supersede that anyof the delegate with respect to such action or direction. Any action taken by a person under an authorized delegation of administrative authority shall only be permitted to the extent it is permissible under Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed underin compliance with this [Section 11.6]15.2(b)] shall serve in such capacity athave the pleasure ofsame force and effect as if taken directly by the Board and the Committee.

Delegation of Authority. To the extent permitted by Applicable Law,applicable law so permits, the Board or CommitteeCommittee, in its discretion, may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grantall or amend Awards or to take other administrative actions pursuant to this [Article 11]; provided, however, that in no event shall an officerpart of the CompanyCommittee’s authority and duties with respect to Awards to be delegated the authoritygranted to grant Awards to, or amend Awards held by, the following individuals: # individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. The Committee may revoke or amend the terms of any delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan and the Committee’s prior delegation. If and to the extent deemed necessary by the Board, # all Awards granted to any individual who is subject to the reporting and other provisions of Section 16 of the Exchange Act shall be made by a Committee comprised solely of two or # officersmore directors, all of whom are “non-employee directors” within the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegationmeaning of administrative authority shall only be permittedRule 16b-3 under the Exchange Act, to the extent itnecessary to exempt the Award from the short-swing profit rules of Section 16(b) of the Exchange Act and # all Awards granted to an individual who is permissible under Applicable Law. Any delegation hereundera Named Executive Officer shall be subjectmade by a Committee comprised solely of two or more directors, all of whom are “outside directors” within the meaning of Code Section 162(m), to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may atextent necessary to preserve any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointeddeduction under this [Section 11.6] shall serve in such capacity at the pleasureSection 162(m) of the BoardCode. An Award granted to an individual who is a member of the Committee may be approved by the Committee in accordance with the applicable committee charters then in effect and the Committee.other applicable law.

Delegation of Authority.to Other Committees or Officers. To the extent permitted by Applicable Law,applicable law permits, the Board may delegate to another committee of the Board, or the Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company theCompany, any or all of their respective authority to grant or amend Awards or to take other administrative actions pursuant to this [Article 11]; provided, however, that in no event shalland responsibility as an officerAdministrator of the Company bePlan; 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 authoritydelegation is to grant Awards to, or amend Awards held by, the following individuals: # individuals who are subject to Section 16another committee of the Exchange ActBoard 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 of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this [Section 11.6] shall serve in such capacity at the pleasure of the Board and the Committee.delegation.

Delegation of Authority.Delegation. To the extent permitted by Applicable Law,law, the Board or Committee may from time to time delegate to a committee of one or more membersthe Secretary of the BoardCompany 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 authorityfollowing on the same basis as can the Committee: # designate Employees to grant or amend Awards or to take other administrative actions pursuant to this [Article 11];be recipients of Awards; and # determine the size of any such Awards; provided, however, that in no event# the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee who is considered an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: # individuals who are subject to Section 16(as defined in Rule 16a-1(f)) of the Exchange Act orAct; # officersthe 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 Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permittedgranted pursuant to the extent it is permissible under Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this [Section 11.6] shall serve in such capacity at the pleasure of the Board and the Committee.delegated.

Delegation of Authority. To the extent permitted by Applicable Law,law, the Board or Committee may from time to time delegate to a committee of one or more membersof its members, to one or more officers of the BoardCompany, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under this Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the authorityfollowing on the same basis as the Committee: # designate employees to grant or amend Awards or to take other administrative actions pursuant tobe recipients of awards under this [Article 11];Plan; and # determine the size of any such awards; provided, however, that in no event shall# the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer (for purposes of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: # individuals who are subject to Section 16 of the Exchange ActAct), Director, or # officersmore than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the Company (or Directors)Company’s equity securities that is registered pursuant to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegationSection 12 of administrative authoritythe Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act; # the resolution providing for such authorization shall only be permittedset forth the total number of shares of Common Stock such officer(s) may grant; and # the officer(s) will report periodically to the extent it is permissible under Applicable Law. Any delegation hereunder shall be subjectCommittee regarding the nature and scope of the awards granted pursuant to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this [Section 11.6] shall serve in such capacity at the pleasure of the Board and the Committee.delegated.

DelegationDelegation. Subject to the terms of Authority. Tothe Plan, the Board or the Committee may, to the extent permitted by Applicable Law, the Board or Committee may from time to timelaw, delegate to # a committee of one or more memberssubcommittee of the Board orCommittee, # one or more officers or managers of an Employer or # a committee of such officers or managers, the Companyauthority, subject to such terms and limitations as the authority to grantBoard or amend Awards or to take other administrative actions pursuant to this [Article 11]; provided, however, that in no eventthe Committee shall an officer of the Company be delegated the authoritydetermine, to grant Awards to, or amend Awards held by,to cancel, modify or waive rights with respect to, or to alter, discontinue, suspend, or terminate, Awards. Notwithstanding the following individuals: # individualsforegoing, the Committee may not delegate any such authority with respect to Participants who are subject to Section 16 of the Exchange Actofficers or # officersdirectors of the Company (or Directors) to whom authority to grantfor purposes of [Section 16] or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under Applicable Law. Any delegation hereunder shall beare otherwise subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this [Section 11.6] shall serve in such capacity at the pleasure of the Board and the Committee.Section .

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