All earned and unpaid cash compensation for their service on the Board and its committees

Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.

where failure to do so, in the case of paragraphs [(a) and (b) above], or, in the case of paragraphs [(d) and (e) above], such use, permission to use, omission or discontinuation, is reasonably likely to have a Material Adverse Effect.

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and power to act on behalf of the Company shall derive from the Members' Council and may be delegated, withheld or withdrawn by the Members' Council in its sole discretion.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.

Modifications due to Product Discontinuation. During the Plan Year, Company may discontinue Products previously sold by the Sales Team, which may impact Participant’s ability to reach Individual Quota. For example, this can occur when a Product is discontinued as a result of insufficient sales, lack of component parts, or the sale of the business segment offering the Product. If, based upon sales of such discontinued Product in the current and/or prior fiscal year, the discontinuation of the Product could have a material effect on Participant’s ability to meet Individual Quota, the Plan Administrators will determine in good faith whether the Individual Quota should be adjusted accordingly.

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 ​, # from all directorships and board or committee memberships Executive holds within ​, and # from any and all other offices, committees and positions he holds with ​. If requested by ​, Executive will execute any additional resignation letters, forms or other documents which acknowledge his resignation from such positions, committees and offices.

The Committee may amend, alter or discontinue the LTIP at any time, provided that no such amendment, alteration or discontinuation shall be made that would materially adversely affect the rights of a Participant with respect to a previously granted award hereunder without such Participant’s consent.

"Committee" means the committee or committees of the Board of Directors given authority to administer the Plan as provided in [Article 3].