The Board shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan as may be more particularly set forth herein. The Board shall interpret the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan. Any such determination by the Board shall be conclusive and binding on all persons. The Board shall be the Plan’s agent for service of process. The Board may designate a committee of the Board to be responsible for administering the Plan.

The4.2The Board shall administerbe the plan administrator of this Plan in accordance withand shall be solely responsible for its termsgeneral administration and interpretation and for carrying out the provisions hereof, and shall have all such powers as many be necessary to carry outdo so. The Board shall have the provisionsright to delegate from time to time the administration of the Plan, in whole or in part, to any committee of the Board. The decisions made, and the actions taken, by the Board or any committee thereof in the administration of the Plan as may be more particularly set forth herein. The Board shall interpret the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan. Any such determination by the Board shall be conclusivefinal and bindingconclusive on all persons. The Board shall be the Plan’s agent for service of process. The Board may designate a committeepersons, and no member of the Board or any committee thereof shall be subject to be responsible for administeringindividual liability with respect to the Plan.

The BoardPlan shall administerbe administered by the Plan in accordance with its terms andBoard, which shall have all powers necessary to carry outsole and complete discretion and authority with respect thereto, except as expressly limited by the provisionsPlan. All action taken by the Board in the administration and interpretation of the Plan as mayshall be more particularly set forth herein. The Board shall interpretfinal and binding on all matters relating to the Plan and shall determine allPlan. All questions arising in the administration,of interpretation, administration and application of the Plan. Any such determinationPlan shall be determined by a majority of the members of the Board, except that the Board shall be conclusivemay authorize any Directors, officers or employees of the Corporation to assist the Board in the administration of the Plan and bindingto execute documents on all persons.behalf of the Board. The Board shall be the Plan’s agent for service of process. The Boardalso may designatedelegate to a committee of the Board, or such other Directors, officers or employees, as the Board to be responsible for administering the Plan.determines, such other ministerial and discretionary duties as it sees fit.

The BoardPlan shall administerbe administered by the PlanCommittee. In addition to the powers and duties otherwise set forth in accordance with its terms andthe Plan, the Committee shall have all powers necessaryfull power and authority to carry outadminister and interpret the provisions of the Plan as may be more particularly set forth herein. The Board shall interpretPlan, to establish procedures for administering the Plan and shall determineto take any and all questions arisingnecessary action in the administration, interpretation,connection therewith. The Committee’s interpretation and applicationconstruction of the Plan. Any such determination by the BoardPlan shall be conclusive and binding on all persons. The Board shall be the Plan’s agent for service of process. The Board may designate a committee of the Board to be responsible for administering the Plan.

Administration. The Plan will be administered by the Board or by a committee appointed by the Board (the “Committee”). The Board shall administeror the Plan in accordance with its termsCommittee has authority to make rules and shall have all powers necessary to carry outregulations for the provisionsadministration of the Plan as may be more particularly set forth herein. The Board shall interpret the Plan and shall determine all questions arising in the administration, interpretation,its interpretation and application of the Plan. Any such determination by the Boarddecisions with regard thereto shall be conclusivefinal and binding on all persons. The Board shall be the Plan’s agent for service of process. The Board may designate a committee of the Board to be responsible for administering the Plan.conclusive.

The BoardPlan shall administerbe administered by the Plan in accordance with its terms andCommittee. The Committee shall have all powers necessarythe authority to carry out the provisions of the Plan as may be more particularly set forth herein. The Board shall interpret the Plan and shall determinemake all questions arising inother decisions relating to the administration, interpretation, and applicationadministration of the Plan. AnyThe Committee may adopt such determination byrules or guidelines as it deems appropriate to administer the BoardPlan. The Committee’s determinations under the Plan shall be conclusivefinal and binding on all persons. The Board shall be the Plan’s agent for service of process. The Board may designate a committee of the Board to be responsible for administering the Plan.

Administration. The Board shall administer thethis Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan as may be more particularly set forth herein. The Board shall interpret the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan. Any such determination by the Board shall be conclusive and binding on all persons. The Board shall be the Plan’s agent for service of process. The Board may designateor a committee of the Board (the "Committee") appointed by the Board and serving at its pleasure (the Board or any such Committee being herein referred to as the Administrator). Subject to the provisions of this Plan and the limitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of this Plan shall be responsible for administeringdetermined by the Administrator and its decisions shall be final and binding upon all participants. The Company shall pay all expenses incurred in connection with the administration of this Plan.

Administration by the Board or the Committee. The Board shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan as may be more particularly set forth herein. The Board shall interpret the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan. Any such determination by the Board shall be conclusive and binding on all persons. The Board shall be the Plan’s agent for service of process.hereof. The Board may designateappoint a committee (the “Committee”) to administer the Plan. If a Committee is appointed, the Committee shall have the powers and authority otherwise delegated to the Board in this Plan document. The Board may, from time to time, increase or decrease the size of the BoardCommittee, fill vacancies however caused, remove members with or without cause, and disband the Committee and thereafter directly administer the Plan. The Company may engage a third party to be responsibleadminister routine matters under the Plan, such as establishing and maintaining accounts for administeringParticipants and facilitating transactions by Participants pursuant to the Plan.

Plan Administration. The Administrative Committee appointed by the Board of Directors, or such other committee as may be appointed by the Board of Directors from time to time, shall administerserve as the Plan Administrator. The Plan Administrator is responsible for the general administration and management of this Plan and shall have all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply this Plan and to determine all questions relating to eligibility for benefits. This Plan shall be interpreted in accordance with its terms and their intended meanings. However, the Plan Administrator and all plan fiduciaries shall have all powers necessarythe discretion to carry outinterpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact needed in the provisionsadministration of the Plan as maythis Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be more particularly set forth herein. The Board shall interpret the Plangiven de novo review if challenged in court, by arbitration, or in any other forum, and shall determine all questions arising in the administration, interpretation, and application of the Plan. Any such determination by the Board shall be conclusive and binding on all persons. The Board shall be the Plan’s agent for service of process. The Board may designate a committee of the Board to be responsible for administering the Plan.upheld unless clearly arbitrary or capricious.

The BoardPlan shall be administered by the Committee. The Committee shall have full authority to administer the Plan in accordance with its termsPlan, including the discretionary authority to interpret and shall haveconstrue all powers necessary to carry out the provisions of the Plan, to resolve all questions of fact arising under the Plan, and to adopt such rules and regulations for administering the Plan as it may be more particularly set forth herein. The Board shall interpret the Plan and shall determine all questions arising in the administration, interpretation, and applicationdeem necessary or appropriate. Decisions of the Plan. Any such determination by the BoardCommittee shall be conclusivefinal and binding on all persons.parties. The BoardCommittee may delegate administrative responsibilities under the Plan to appropriate officers or employees of the Company. All expenses of the Plan shall be borne by the Plan’s agent for service of process. The Board may designate a committee of the Board to be responsible for administering the Plan.Company.