AUTHORITY OF THE COMMITTEE. Except as limited by law or by the Certificate of Incorporation or Bylaws. of the Company, and subject to the provisions herein, the Committee shall have full power to select Employees and Nonemployee Directors who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the plan; establish, amend or waive rules and regulations for the Plan's administration; and (subject to the provisions of [Article 16] herein) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee shall make all other determinations which may be necessary or advisable for the administration of the Plan. As permitted by law, the Committee may delegate its authority as identified herein.

Authority of the Committee. Except as limited by law or by the Certificate of Incorporation or Bylaws.Bylaws of the Company, and subject to the provisions herein,hereof, the Committee in its discretion shall have full power to select the Employees and Nonemployee Directors who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan;Awards; waive any Award terms; construe and interpret the Plan and any agreementAward, document, or instrument entered intoissued under the plan;Plan; establish, amendamend, or waive rules and regulations for the Plan'Plan’s administration; and (subject to the provisions of [Article 16] herein)9] hereof) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee shall make all other determinations whichthat may be necessary or advisable for the administration of the Plan. As permitted by law, the Committee may delegate its authority as identified herein.

Section # Authority of the Committee. Except as limited by law or by the CertificateArticles of Incorporation or Bylaws.By-Laws of the Company, and subject to the provisions herein,of the Plan, the Committee shall have full power and discretion to # select the Employees and Nonemployee Directors who shall participate in the Plan; # determine the sizes and types of Awards; # determine the terms and conditions of Awards in a manner consistent with the Plan; # construe and interpret the PlanPlan, all Award Agreements, and any agreementother agreements or instrumentinstruments entered into under the plan;Plan; # establish, amendamend, or waive rules and regulations for the Plan'Plan’s administration; and (subject to the provisions of [Article 16] herein)# amend the terms and conditions of any outstanding Award and applicable Award Agreement to the extent that such terms and conditions are within the discretion of the Committee as provided inCommittee, subject to the Plan.provisions of this Plan and any applicable law. Further, the Committee shall make all other determinations whichthat may be necessary or advisable for the administration of the Plan. As permittedEach Award shall be evidenced by law,a written Award Agreement between the Company and the Participant and shall contain such terms and conditions established by the Committee consistent with the provisions of the Plan. Notwithstanding the preceding provisions, the Committee shall not have any authority to take any action with respect to an Award intended to constitute Performance-Based Compensation that would disqualify it from being such. Except as limited by applicable law or the Plan, the Committee may delegateuse its authority as identified herein.discretion to the maximum extent that it deems appropriate in administering the Plan.

Authority of the Committee. Except as limited by law or by the Certificate of Incorporation or Bylaws. of the Company, and subject to the provisions herein,of the Plan, the Committee shallwill have full power toto: select Employees and Nonemployee Directors who shalleligible employees to participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent withall benefits payable under the Plan; construe and interpret the Plan and any agreement or instrument entered into under the plan;Plan; and establish, amend or waive rules and regulations for the Plan'Plan’s administration; and (subject to the provisions of [Article 16] herein) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan.administration. Further, the Committee shallwill make all other determinations whichthat may be necessary or advisable for the administration ofto administer the Plan. As permitted by law, the Committee may delegate some or all of its authority as identified herein.under the Plan.

Committee Authority. The Committee shall have such powers and authority as limited by lawmay be necessary or byappropriate for the Certificate of Incorporation or Bylaws.Committee to carry out its functions as described in the Plan. Subject to the express limitations of the Company, and subject to the provisions herein,Plan, the Committee shall have full powerauthority in its discretion to selectdetermine, after considering management’s recommendations with respect to Eligible Employees excluding the Company’s executive officers, the Eligible Employees to whom, and Nonemployee Directors whothe time or times at which, Awards may be granted, the number of Shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the performance goals and other conditions of an Award, the duration of the Award, and all other terms of the Award. The Committee shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of all Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the plan; establish, amend or waive rules and regulations for the Plan's administration; and (subjectgranted to Participants. Subject to the provisionsterms of [Article 16] herein)the Plan, the Committee shall have the authority to amend the terms and conditions of an Award in any manner that is not inconsistent with the Plan, provided that no amendment may be made to any outstanding Award tothat would materially adversely affect the extent such terms and conditions are within the discretionrights of the Committee as provided inParticipant with respect to such Award without the Plan. Further, thewritten consent of such Participant. The Committee shall also have discretionary authority to interpret the Plan, to make factual determinations under the Plan, and to make all other determinations which may be necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply any omission or to reconcile any inconsistency in the administrationPlan or any Award Agreement hereunder. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. The Committee’s determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Employees, whether or not such persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Plan. As permittedCompany or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations and actions by law, the Committee may delegateshall be final, conclusive, and binding upon all parties, including the Company, its authority as identified herein.shareholders and all Participants.

The Plan shall be administered by the Certificate of Incorporation or Bylaws. of the Company, and subject to the provisions herein, theCommittee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: # select the Employees and Nonemployee Directors who shall participate in the Plan;to whom Awards may from time to time be granted hereunder; # determine the sizes andtype or types of Awards;Awards, not inconsistent with the provisions of the Plan, to be granted to each Participant hereunder; # determine the number of Shares to be covered by each Award granted hereunder; # determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the plan; establish, amend or waive rules and regulations for the Plan's administration; and (subject to the provisions of [Article 16] herein) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee shall make all other determinations which may be necessary or advisable for the administration of the Plan. As permitted by law, the Committee may delegate its authority as identified herein.conditions, not

Authority of Committee. Except as limitedprovided by law or[Section 11] hereof, the Plan shall be administered by the Certificate of Incorporation or Bylaws.Committee, it being understood that the Board retains the right, at its option, to make Awards under the Plan. Subject to the terms of the Company,Plan and subjectapplicable law, and in addition to other express powers and authorizations conferred on the provisions herein,Committee by the Plan, the Committee shall have full power to select Employees and Nonemployee Directors who shall participateauthority in the Plan;its discretion to: # designate Participants; # determine the sizes andtype or types of Awards;Awards to be granted to a Participant; # determine the termsnumber 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 a manner consistentcash, 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 Plan; construeelection of the holder thereof or of the Committee; # interpret and interpretadminister the Plan and any instrument or agreement relating to, or instrument entered into underAward made under, the plan; establish, amend or waive rules and regulations for the Plan's administration; and (subjectPlan; # subject to the provisions of [Article 16] herein)[[Sections 6(B), 7(B) and 15(B)])])]] hereof, amend or modify the terms and conditions of any outstanding Award toafter grant; # establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the extent such terms and conditions are within the discretionproper administration of the Committee as provided in the Plan. Further,Plan; and # make any other determination and take any other action that the Committee shall make all other determinations which may bedeems necessary or advisabledesirable for the administration of the Plan. As permitted by law,Plan subject to the Committee may delegate itsexclusive authority as identified herein.of the Board under [Section 15] hereunder to amend, suspend or terminate the Plan.

Except as limited by law or byotherwise provided, the Certificate of Incorporation or Bylaws.Committee shall have the full power and discretion to select employees of the Company,Corporation for participation in this Plan, to determine the terms and subjectconditions of each employee’s participation, to construe and interpret this Plan and any agreement or instrument concerning this Plan, to establish, amend or waive procedures for this Plan’s administration, and to amend this Plan to the provisions herein,extent permitted under [Article 8]. Further, the Committee shall have full power and discretion to select Employees and Nonemployee Directors who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan andmake any agreement or instrument entered into under the plan; establish, amend or waive rules and regulations for the Plan's administration; and (subject to the provisions of [Article 16] herein) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee shall make all other determinations whichdetermination that may be necessary or advisable for the administration of the Plan. As permitted by law, the Committee may delegate its authority as identified herein.this Plan’s administration.

Except as limited by law or byfor the Certificate of Incorporation or Bylaws. ofterms and conditions explicitly set forth in the Company,Plan and subject to the provisions herein,extent permitted by applicable law, the Committee shall have full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board or a Committee composed of members of the Board, to # select Employees and Nonemployee Directors who shall participate inthe Eligible Persons to whom Awards may from time to time be granted under the Plan; # determine the sizes andtype or types of Awards;Award to be granted to each Participant under the Plan; # determine the number of shares of Common Stock to be covered by each Award granted under the Plan; # determine the terms and conditions of Awards in a manner consistent withany Award granted under the Plan; construe# approve the forms of notice or agreement for use under the Plan; # determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; # determine whether, to what extent and under what circumstances cash, shares of Common Stock, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant; # interpret and administer the Plan and any instrument evidencing an Award, notice or agreement executed or instrument entered into under the plan; establish, amend or waivePlan; # establish such rules and regulations as it shall deem appropriate for the Plan's administration; and (subject to the provisions of [Article 16] herein) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee shall make all other determinations which may be necessary or advisable for theproper administration of the Plan. As permitted by law,Plan; # delegate ministerial duties to such of the Company’s employees as it so determines; and # make any other determination and take any other action that the Committee may delegate its authority as identified herein.deems necessary or desirable for administration of the Plan.

Authority of the Committee. The Plan shall be administered by the Certificate of Incorporation or Bylaws. ofCommittee, except to the Company, andextent (and subject to the provisions herein,limitations imposed by [Section 3(b)] hereof) the Board elects to administer the Plan, in which case the Plan shall be administered by only those members of the Board who are Independent members of the Board, in which case references herein to the “Committee” shall be deemed to include references to the Independent members of the Board. The Committee shall have full powerand final authority, subject to and consistent with the provisions of the Plan, to select Employees and Nonemployee Directors who shall participate in the Plan;Eligible Persons to become Participants, grant Awards, determine the sizestype, number and types of Awards; determine theother terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of Awards in a manner consistent with the Plan;Plan, construe and interpret the Plan and any agreementAward Agreements and correct defects, supply omissions, or instrument entered into under the plan; establish, amend or waive rulesreconcile inconsistencies therein, and regulations for the Plan's administration; and (subject to the provisions of [Article 16] herein) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee shall make all other decisions and determinations whichas the Committee may bedeem necessary or advisable for the administration of the Plan. As permitted by law,In exercising any discretion granted to the Committee may delegate its authority as identified herein.under the Plan or pursuant to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the treatment of any other Eligible Persons or Participants.