The Committee shall be authorized to adopt administrative rules and procedures concerning the Plan or delegate to the business units such authority and any such rules and procedures shall be binding upon Participants, except insofar the matter deals with an executive officer of the Company. In Plan matters involving executive officers of the Company, the Executive Compensation Committee of the Company’s Board of Directors has reserved to itself all powers and authority with respect to this Plan, which it has otherwise delegated to the Committee with respect to non-executive officers.

The Plan shall be administered by the Compensation Committee with respect to Participants who are Executive Officers and, except as otherwise provided herein, shall be administered by the CEO with respect to Participants who are not Executive Officers (such applicable administrative body, the "Committee"). The CEO may delegate his or her authority to administer the Plan to a Participant’s direct supervisor or manager or to such other appropriate individual, to the extent not prohibited by applicable law. Notwithstanding the foregoing, the Compensation Committee may at any point assume full administrative authority with respect to any Participant or aspect of the Plan.

Administration of the Plan. The Plan shall be administered by the Committee. Any power of the Committee may also be exercised by the Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. Any or all aspects of the administration of the Plan may be delegated to one or more officers or Employees, including, without limitation, the authority to grant Awards to Participants who are not Executive Officers, if and to the extent permitted by applicable law.