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 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.

subject to the provisions of this Plan and [Section 162(m)], to delegate to one or more officers, a subcommittee of the Committee or other members of the Board of Directors of the Company some of its authority under this Plan and, for such purposes, the delegates shall have the same authority of the Committee hereunder;

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.