General. The Plan shall be administered and interpreted by the Committee; provided, however, that the Board may, in its sole discretion, take any action delegated to the Committee under this Plan as it may deem necessary or appropriate. The members of the Committee shall be deemed independent if and to the extent required under Applicable Law.

General. The Committee shall administer the Plan shall be administered and interpreted by the Committee; provided, however,in accordance with its terms, provided that the Board may,may act in its sole discretion, take any action delegated tolieu of the Committee under this Planon any matter. The Committee shall hold meetings at such times and places as it may deem necessarydetermine and shall make such rules and regulations for the conduct of its business as it deems advisable. In the absence of a duly appointed Committee or appropriate. The membersif the Board otherwise chooses to act in lieu of the Committee, the Board shall function as the Committee shall be deemed independent if and tofor all purposes of the extent required under Applicable Law. Plan.

General.Committee is the Administrator. The Plan shall be administered and interpreted by the Committee; provided, however, thatCommittee and anyone acting pursuant to authority assigned by the Board may, in its sole discretion, take any actionterms of the Plan or delegated toby the Committee under this Plan as it may deem necessary or appropriate.Committee. The members of the Committee shall be deemed independent ifappointed from time to time by, and toserve at the extent required under Applicable Law. pleasure of, the Board of Directors. All decisions of the Committee, and its assignees or delegees, shall be final, conclusive and binding upon all parties, including the Company, its stockholders and Participants and any beneficiaries thereof.

General.Committee. The Plan shall be administeredadministered, interpreted and interpretedconstrued by the Committee; provided, however, that the Board may,Committee in its sole discretion, take any action delegated to the Committee under this Plan as it may deem necessary or appropriate. The members of the Committee shall be deemed independent if and to the extent required under Applicable Law. discretion.

General. TheSubject to [Section 11.7], the Plan shall be administered and interpreted by the Committee; provided, however, thatBoard, or committee ("Committee") appointed by the Board. The Committee shall consist of at least one Board may, in its sole discretion, take any action delegated to the Committee under this Plan as itmember, but may deem necessary or appropriate. Theadditionally consist of individuals who are not members of the Board. The Committee shall be deemed independent if andserve at the pleasure of the Board. If the Board does not so appoint a Committee, the Board shall administer the Plan. Any references herein to "Administrator" are, except as the context requires otherwise, references to the extent required under Applicable Law. Board or the Committee, as applicable.

General. The Plan shall be administered and interpreted by the Committee; provided, however, thatCommittee. The Committee shall have the Board may, in its sole discretion, take any action delegatedauthority to interpret the Plan and make all other decisions relating to the administration of the Plan. The Committee under this Planmay adopt such rules or guidelines as it may deem necessary or appropriate.deems appropriate to administer the Plan. The members ofCommittee’s determinations under the CommitteePlan shall be deemed independent iffinal and to the extent required under Applicable Law. binding on all persons.

General.Administrator. The Plan shall be administered and interpreted by the Committee; provided, however, thatBoard or a Committee appointed by the Board may, in its sole discretion, take any action delegated to the Committee under this Plan as it may deem necessary or appropriate. The members of theBoard, which Committee shall be deemed independent if andconstituted to the extent required undercomply with Applicable Law. Laws.

General. TheThis Plan shall be administered and interpreted by the Committee; provided, however, thatExecutive Committee of the Board may,(“Committee”). The Committee shall have discretionary authority to make, amend, interpret and enforce all appropriate rules and regulations for administration of this Plan and to utilize its discretion to decide or resolve any and all questions as may arise in its sole discretion, take any action delegatedconnection with the Plan. The Committee may delegate certain ministerial actions to the Committee under this PlanCompany’s Chief Executive Officer or other senior executive officers as it may deem necessary or appropriate. The members of the Committee shall be deemed independent if and to the extent required under Applicable Law.case maybe.