Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

A change in the membership or structure, or a material change in the powers, duties, or responsibilities, of the Committee or a change in the indemnification of any fiduciary of the Plan (except that the Committee may amend the Plan to transfer to the Committee any or

Committee Authority. The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion, as described in paragraph 9. The Committee and the Audit Committee may designate any individual or individuals to perform any of its functions hereunder and utilize experts to assist in carrying out their duties hereunder.

Duties. Employee shall perform the following services for the Company:

Duties. During the Employment Period, Executive shall report to the Company’s Chief Executive Officer, and Executive shall devote all of Executive’s business time and attention (except for permitted vacation periods and periods of illness or incapacity) and Executive’s best efforts to the business and affairs of the Company Group. During the Employment Period, Executive will # perform Executive’s duties faithfully and to the best of Executive’s abilities, and # comply with all of the policies of the Company Group, including such policies with respect to legal compliance, conflicts of interest, confidentiality, code of conduct and business ethics as are from time to time in effect (as the same may be amended or modified from time to time by the Board in its sole discretion). Executive hereby agrees that, during the Employment Period, Executive’s services will be rendered exclusively to the Company Group, and Executive may not directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person, whether or not compensated, except as may otherwise be explicitly permitted by the Board (or its authorized designee) in writing.

The Executive will serve as the Chief Financial Officer and Treasurer of the Company and its Affiliates. The Executive will serve the Company and its Affiliates in such capacity or capacities and will perform such duties and exercise such powers pertaining to the management and operation of the Company and its Affiliates as may be reasonably determined from time to time by the Board consistent with the normal duties pertaining to such position, subject always to the reasonable control and direction of the Board.

Duties. The Company hereby agrees to employ the Employee and the Employee hereby accept such employment in such positions and with such duties and responsibilities as the Company may from time to time determine. Subject [[Organization B:Organization]] applicable laws, the Company may assign the Employee and/or this Agreement to one of its subsidiaries as appropriate.

Duties. You shall devote your entire business time, attention and energies to the business of the Company during your employment with the Company. You shall be Executive Vice President, Chief Financial Officer of the Company, and you shall perform all duties reasonable and consistent with such office, to include responsibility for Corporate Development and Strategy, as may be assigned to you from time to time by the President and Chief Executive Officer, or other individual designated by the President and Chief Executive Officer.

Duties. You agree to perform such duties incident to Your position, as well as any other duties for the Company as may be directed by the Company’s President, Chief Executive Officer and/or Board, and to assume such other or additional title, duties, and/or responsibilities as the President, Chief Executive Officer or Board may determine. During the Term, You shall devote substantially all of Your business time and attention to the performance of Your duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the President, Chief Executive Officer or Board. Notwithstanding the foregoing, You will be permitted to act or serve as a volunteer, director, trustee, committee member or principal of any civic or charitable organization, provided such service does not interfere with Your work for the Company. You shall not engage in any activity that is competitive with the Company’s business or make any preparations to engage in any competitive activity. You shall be supportive of the Company’s business and its best interests and shall not, directly or indirectly, take any action which could reasonably be expected to have an adverse effect upon the business or best interests of the Company. You agree that You will at all times honestly and fairly conduct Your duties, and will at all times maintain the highest of professional standards in representing the interests of the Company. You will comply with Company policies, decisions, and instructions, which may be changed by the Company from time to time.

Duties. Employee hereby agrees to be employed as Chief Financial Officer. Employee agrees that he shall: # faithfully and to the best of his ability perform all of the duties that may be required of him pursuant to the terms of this Agreement; # devote substantially all of his business time and attention to the performance of Employee’s duties hereunder; and # not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Chief Executive Officer.”