The Plan shall be administered by a Committee of at least three Directors who are appointed by the Board of Directors. Unless otherwise determined by the Board of Directors, the Compensation Committee of the Board of Directors (or any subcommittee thereof) shall serve as the Committee, and all of the members of the Committee shall be Outside Directors. Notwithstanding the requirement that the Committee consist exclusively of Outside Directors, no action or determination by the Committee or an individual then considered to be an Outside Director shall be deemed void because a member of the Committee or such individual fails to satisfy the requirements for being an Outside Director, except to the extent required by applicable law.

Committee Composition. The Plan shall be administered by a Committee of at least three Directors who are appointeddesignated by the Board consisting of Directors. Unless otherwise determinednot less than three (3) directors who shall be appointed from time to time by the BoardBoard, each of Directors,whom shall qualify as a Nonemployee Director. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee of the Board of Directors (or anyor a subcommittee thereof) shall serve asthereof if the Committee, and allCompensation Committee of the members of the Committee shall be Outside Directors. Notwithstanding the requirement that the Committee consist exclusively of Outside Directors, no action or determination by the Committee or an individual then considered to be an Outside Director shall be deemed void because a member of the CommitteeBoard or such individual fails to satisfysubcommittee satisfies the requirements for being an Outside Director, except to the extent required by applicable law.foregoing requirements.

Section # Committee. The Plan shall be administered by a Committeecommittee of at least three Directors who aretwo or more individuals appointed by the Board ofwho are Non-Employee Directors. Unless otherwise determined by the Board of Directors,Board, the Compensation Committee of the Board of Directors (or any subcommittee thereof) shall serveact as the Committee, and all of theCommittee hereunder. The members of the Committee shall be Outside Directors. Notwithstandingserve at the requirement thatdiscretion of the Board. Those members of the Board who are “independent directors” under the corporate governance standards of the principal national securities exchange on which the Corporation lists its securities may, in their discretion, take any action and exercise any power, privilege or discretion conferred on the Committee consist exclusively of Outside Directors, no actionunder the Plan with the same force and effect under the Plan as if done or determinationexercised by the Committee or an individual then considered to be an Outside Director shall be deemed void because aCommittee. No member of the Committee or the independent directors shall participate in any action taken by such individual fails to satisfybody under the requirements for being an Outside Director, except toPlan if he or she is personally affected thereby, unless all members of the extent required by applicable law.Committee or independent directors, as applicable, are similarly affected.

The Plan shall be administered by a Committee of at least three Directors who are appointed by the Board of Directors. Unless otherwise determined by the Board of Directors,“Committee” means the Compensation Committee of the Board or such other committee appointed from time to time by the Board to administer the Plan. The Committee shall consist of Directors (or any subcommittee thereof)two or more members, each of whom shall servequalify as a “non-employee director,” as the Committee,term (or similar or successor term) is defined by Rule 16b-3, and allas an “outside director” within the meaning of the members of the Committee shall be Outside Directors. Notwithstanding the requirement that the Committee consist exclusively of Outside Directors, no action or determination by the Committee or an individual then considered to be an Outside Director shall be deemed void because a member of the Committee or such individual fails to satisfy the requirements for being an Outside Director, except to the extent required by applicable law.Code Section 162(m) and regulations thereunder.

The Plan shall be administered by a Committee of at least three Directors who are appointed by the Board for that purpose and consisting of Directors. Unless otherwise determined by the Board of Directors, the Compensation Committeenot less than two (2) members of the Board of Directors (or any subcommittee thereof) shall serve as the Committee, and all of the membersBoard. Each member of the Committee shall be Outside Directors. Notwithstandingan "Outside Director" within the requirement that the Committee consist exclusivelymeaning of Outside Directors, no action or determination by the Committee or an individual then considered to be an Outside Director shall be deemed void because a memberSection 162(m) of the CommitteeCode or such individual fails to satisfya successor rule or regulation and an "Independent Director" under the requirements for being an Outside Director, except to the extent requiredcorporate governance rules and regulations imposing independence standards on committees performing similar functions promulgated by applicable law.any national securities exchange or quotation system on which Shares are listed.

The Plan shall be administered by a Committee of at least three Directors who are appointed by the Board of Directors. Unless otherwise determined by the Board of Directors, the Compensation Committee of the Board, or such other Committee, appointed by the Board consisting of Directors (or any subcommittee thereof) shall serve as the Committee, and all of thethree (3) or more members of the Board all of whom are intended to be “non-employee directors” within the meaning of Section 16 of the Exchange Act and the regulations promulgated thereunder and “outside directors” within the contemplation of Section 162(m) of the Code; provided, however, that, if at any time no Compensation Committee or other Committee has been appointed or is eligible to act in the circumstances, the Plan shall be Outside Directors. Notwithstanding the requirement that the Committee consist exclusively of Outside Directors, no action or determinationadministered by the Board. As used herein, the term “Administrator” means the Board, the Compensation Committee or an individual then considered to be an Outside Directorany of the Board’s other Committees as shall be deemed void because a member ofadministering the CommitteePlan or suchany individual failsdelegated authority to satisfyact as the requirements for being an Outside Director, except to the extent required by applicable law.Administrator in accordance with this Section 2.

The Plan shall be administered by a Committee of at least three Directors who are appointed by the Board of Directors. Unless otherwise determined by the Board of Directors,(h) “Committee” means the Compensation Committee of the Board of Directors (oror a subcommittee thereof formed by the Compensation Committee to act as the Committee under this Plan; provided, however, that if the Board fails to designate a Compensation Committee or if there are no longer any subcommittee thereof)members on the Compensation Committee so designated by the Board, or for any other reason determined by the Board, then the Board shall serve as the Committee, and allCommittee. While it is intended that the Committee shall consist of at least two directors, each of whom shall be # a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act, unless administration of the membersPlan by “non-employee directors” is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the Plan, # an “outside director” within the meaning of Section 162(m) of the Code, and # “Independent”, the failure of the Committee shall be Outside Directors. Notwithstanding the requirement that the Committee consist exclusively of Outside Directors, no action or determination by the Committee or an individual then considered to be an Outside Directorso comprised shall be deemed void because a membernot invalidate any Award that otherwise satisfies the terms of the Committee or such individual fails to satisfy the requirements for being an Outside Director, except to the extent required by applicable law.Plan.

The Plan shall be administered by a Committee of at least three Directors who are appointed by the Board of Directors. Unless otherwise determined by the Board of Directors, the Compensation Committee of the BoardBoard. The Committee shall consist exclusively of Directors (or any subcommittee thereof) shall serve as the Committee, and allthree or more directors of the membersCompany, who shall meet the independence requirements of NASDAQ and the Securities and Exchange Commission and be appointed by the Board. In addition, the composition of the Committee shall be Outside Directors. Notwithstanding the requirement that the Committee consist exclusively of Outside Directors, no action or determination by the Committee or an individual then considered to be an Outside Director shall be deemed void because a member of the Committee or such individual fails to satisfy the requirements for being an Outside Director, except to the extent required by applicable law.satisfy: