Authority of the Committee. The Plan shall be administered by the Committee. The Committee shall have the authority to approve individuals for participation; to construe and interpret the Plan; to establish, amend or waive rules and regulations for its administration; and to accelerate the exercisability of any Option or the termination of any restriction under any Option or Stock Award. Options and Stock Awards may be subject to such provisions as the Committee shall deem advisable, and may be amended by the Committee from time to time; provided that no such amendment may adversely affect the rights of the holder of an Option or Stock Award without such holder’s consent.

Administration. The Committee shall administer the Plan and shall have plenary authority, in its discretion, to grant Awards to Eligible Persons, subject to the provisions of the Committee. The Plan shall be administered by the Committee.Plan. The Committee shall have plenary authority and discretion, subject to the provisions of the Plan, to determine the Eligible Persons to whom Awards shall be granted, the terms (which terms need not be identical) of all Awards, including without limitation the Exercise Price of Options, the time or times at which Awards are granted, the number of Shares covered by Awards, whether an Option shall be an Incentive Stock Option or a Nonqualified Stock Option, any exceptions to non-transferability, any Performance Goals applicable to Awards, any provisions relating to vesting, and the period during which Options may be exercised and Restricted Stock shall be subject to restrictions. In making these determinations, the Committee may take into account the nature of the services rendered or to be rendered by Award recipients, their present and potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall have plenary authority to approve individuals for participation; to construe and interpret the Plan; to establish,Plan and Agreements, prescribe, amend or waiveand rescind rules and regulations relating to them, and make all other determinations deemed necessary or advisable for the administration of the Plan and Awards granted thereunder. The determinations of the Committee on the matters referred to in this [Section 3] shall be binding and final. The Committee may delegate its administration;authority under this [Section 3] and to accelerate the exercisabilityterms of any Option or the termination of any restriction under any Option or Stock Award. Options and Stock Awards may be subjectPlan to such provisions asextent it deems desirable and is consistent with the Committee shall deem advisable, and may be amended by the Committee from time to time; provided that no such amendment may adversely affect the rightsrequirements of the holder of an Option or Stock Award without such holder’s consent.applicable law.

Authority of the Committee. TheThis Plan shall be administered by the Committee. TheCommittee except to the extent the Board elects to administer this Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authorityauthority, in its sole and absolute discretion, to approve individuals for participation; to construe# adopt, amend, and interpret the Plan; to establish, amend or waiverescind administrative and interpretive rules and regulations relating to the Plan; # determine the Eligible Persons to whom, and the time or times at which, Awards shall be granted; # determine the type or types of Awards to be granted to each Eligible Person and the amount of cash or the number of shares of Stock that shall be the subject of each Award; # determine the terms and provisions of each Award Agreement (which need not be identical), and modifications thereto, including provisions defining or otherwise relating to # the term and the period or periods and extent of exercisability of the Options, # the extent to which the transferability of shares of Stock issued or transferred pursuant to any Award is restricted, # except as otherwise provided herein, the effect of termination of employment or other service of a Participant on the Award, and # the effect of approved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service); # accelerate the time of exercisability or vesting of any Award that has been granted; # construe the respective Award Agreements and the Plan; # make determinations of the Fair Market Value of the Stock pursuant to the Plan; # delegate its duties under the Plan to such agents as it may appoint from time to time; # terminate, modify or amend the Plan; and # make all other determinations, perform all other acts, and exercise all other powers and authority necessary or advisable for its administration;administering the Plan. Subject to Rule 16b-3, section 162(m) of the Code, and the Nonqualified Deferred Compensation Rules, the Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement in the manner and to accelerate the exercisability of any Optionextent it deems necessary or desirable to carry the termination of any restriction under any Option or Stock Award. OptionsPlan into effect, and Stock Awards may be subject to such provisions as the Committee shall deem advisable,be the sole and mayfinal judge of that necessity or desirability. Any action of the Committee shall be amendedfinal, conclusive and binding on all Persons, including the Company, its Subsidiaries, stockholders, Participants, and Permitted Transferees under [Section 10(a)] hereof or other Persons claiming rights from or through a Participant. The express grant of any specific power to the Committee, and the taking of any action by the Committee from time to time; provided that no such amendment may adversely affect the rightsCommittee, shall not be construed as limiting any power or authority of the holder of an Option or Stock Award without such holder’s consent.Committee.

Authority of the Committee. The PlanSubject to the express provisions of the Plan, the Committee shall be administered byhave full and final authority to impose such limitations or conditions upon an Award as the Committee. TheCommittee deems appropriate to achieve the objectives of the Award and the Plan. Without limiting the foregoing and in addition to the powers set forth elsewhere in the Plan, the Committee shall have the authoritypower and complete discretion to approve individuals for participation; to construedetermine: # which eligible persons shall receive an Award and interpret the Plan; to establish, amend or waive rules and regulations for its administration; and to accelerate the exercisability of any Option or the termination of any restriction under any Option or Stock Award. Options and Stock Awards may be subject to such provisions as the Committee shall deem advisable, and may be amended by the Committee from time to time; provided that no such amendment may adversely affect the rightsnature of the holderAward; # the number of shares of Company Stock to be covered by each Award; # whether Options shall be Incentive Stock Options or Nonstatutory Stock Options; # the Fair Market Value of Company Stock; # the time or times when an Option or Stock Award without such holder’s consent.shall be granted; # subject

Power and Authority of the Committee. The Plan shall be administered by the Committee. TheSubject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: # designate Participants; # determine the authoritytype or types of Awards to approve individuals for participation;be granted to construe and interpreteach Participant under the Plan; # determine the number of Shares to establish,be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; # determine the terms and conditions of any Award or Award Agreement; # amend the terms and conditions of any Award or waive rulesAward Agreement, provided, however, that, except as otherwise permitted in connection with an event as provided under [Section 4(c)] hereof, the Committee shall not reprice, adjust or amend the exercise price of Options or the grant price of Stock Appreciation Rights previously awarded to any Participant, whether through amendment, cancellation and regulations for its administration; and toreplacement grant, or any other means; # accelerate the exercisability of any OptionAward or the terminationlapse of any restrictionrestrictions relating to any Award; # determine whether, to what extent and under any Option or Stock Award. Options and Stockwhat circumstances Awards may be subjectexercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended; # determine whether, to such provisions aswhat extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the CommitteePlan shall deem advisable, and may be amended bydeferred either automatically or at the Committee from time to time; provided that no such amendment may adversely affect the rightselection of the holder of the Award or the Committee; # interpret and administer the Plan and any instrument or agreement, including any Award Agreement, relating to the Plan; # establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; # make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and # adopt such modifications, rules, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or an OptionAffiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or StockParticipants located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-United States jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award without such holder’s consent.or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.

The Committee shall have the authorityfull and exclusive discretionary power to approve individuals for participation; to construe and interpret the Plan;terms and the intent of this Plan and any Stock Option Award Agreement or other agreement or document ancillary to establish, amend or waive rules and regulationsin connection with this Plan, to determine eligibility for its administration;stock options and to accelerate the exercisability of any Option or the termination of any restriction under any Option or Stock Award. Optionsadopt such rules, regulations, forms, instruments, and Stock Awards may be subject to such provisionsguidelines for administering this Plan as the Committee may deem necessary or proper. Such authority shall deem advisable,include adopting modifications and may be amended byamendments to any Stock Option Award Agreement that are necessary to comply with the Committee from time to time; provided that no such amendment may adversely affect the rightslaws of the holder of an Option countries and other jurisdictions in which the Corporation and/or Stock Award without such holder’s consent.its subsidiaries operate.

Authority of the Committee. TheExcept as provided by [Section 11] hereof, the Plan shall be administered by the Committee. TheCommittee, it being understood that the Board retains the right, at its option, to make Awards under the Plan. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority in its discretion to: # designate Participants; # determine the authoritytype or types of Awards to approve individuals for participation;be granted to construea Participant; # determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; # determine the timing, terms, and conditions of any Award; # accelerate the time at which all or any part of an Award may be settled or exercised; # determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; # determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; # interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; # subject to establish,the provisions of [[Sections 6(B), 7(B) and 15(B)])])]] hereof, amend or modify the terms of any Award after grant; # establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for its administration;the proper administration of the Plan; and to accelerate# make any other determination and take any other action that the exercisabilityCommittee deems necessary or desirable for the administration of any Option or the termination of any restriction under any Option or Stock Award. Options and Stock Awards may bePlan subject to such provisions as the Committee shall deem advisable, and may be amended by the Committee from time to time; provided that no such amendment may adversely affect the rightsexclusive authority of the holder of an OptionBoard under [Section 15] hereunder to amend, suspend or Stock Award without such holder’s consent.terminate the Plan.

The Committee shall have authority in its discretion to interpret the provisions of the Plan and to decide all questions of fact arising in its application. Except as otherwise expressly provided in the Plan, the Committee shall have authority to approve individuals for participation;select the persons to construe and interpretwhom Awards shall be made under the Plan; to establish, amend or waive rules and regulations for its administration;determine whether and to acceleratewhat extent Awards shall be made under the exercisabilityPlan; to determine the types of any OptionAward to be made and the amount, size, terms and conditions of each such Award; to determine the time when the Awards shall be granted; to determine whether, to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the terminationelection of any restriction under any Option or Stock Award. Optionsthe Participant; to adopt, alter and Stock Awards may be subject torepeal such provisionsadministrative rules, guidelines and practices governing the Plan as the Committeeit shall deem advisable, and may be amended by the Committee from time to time; provided that no such amendment may adversely affecttime deem advisable; and to make all other determinations necessary or advisable for the rightsadministration and interpretation of the holderPlan. The Committee, in its sole discretion, may determine that an Award will be immediately exercisable or vested, in whole or in part, or that all or any portion may not be exercised until a date, or dates, subsequent to its date of an Optiongrant, or Stockuntil the occurrence of one or more specified events, including the attainment of performance criteria, subject in any case to the terms of the Plan. If the Committee imposes conditions upon exercise or vesting, then subsequent to the date of grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Award may be exercised or may vest. Notwithstanding anything in the Plan to the contrary, in the event that the Committee determines that it is advisable to grant Awards which shall not qualify for the exception for performance-based compensation from the tax deductibility limitations of Section 162(m) of the Code, the Committee may make such grants or Awards, or may amend the Plan to provide for such grants or Awards, without such holder’s consent.satisfying the requirements of Section 162(m) of the Code.

The Plan shall be administered by the Committee. The Committee shall have the authority to approve individuals for participation; to construe and interpretgrant Awards upon such terms (not inconsistent with the Plan; to establish, amend or waive rules and regulations for its administration; and to accelerate the exercisabilityprovisions of any Option or the termination of any restriction under any Option or Stock Award. Options and Stock Awards may be subject to such provisionsthis Plan) as the Committee shall deem advisable,may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan) on the exercisability, transferability, and may be amended by the Committee from time to time; provided that no such amendment may adversely affect the rightsforfeitability of the holderall or any part of an Option or SAR, the transferability or forfeitability of a Restricted Stock Award, or the grant, settlement, forfeitability, or transferability of a Restricted Stock Unit or an Incentive Award, among other terms. Notwithstanding any such conditions, the Committee may, in its discretion and whether or not in connection with a Change in Control, accelerate the time at which any Option or SAR may be exercised, or the time at which a Restricted Stock Award may become transferable or nonforfeitable or the time at which an Incentive Award or award of Restricted Stock Units may be earned and settled. In addition, the Committee shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan. The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. Any decision made, or action taken, by the Committee in connection with the administration of this Plan shall be final and conclusive. The members of the Committee shall not be liable for any act done in good faith with respect to this Plan or any Agreement or Award. Unless otherwise provided by the Bylaws of the Company, by resolution of the Board or applicable law, a majority of the members of the Committee shall constitute a quorum, and acts of the majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all members of the Committee without such holder’s consent.a meeting, shall be the acts of the Committee.