Common use of Administration of the Plan Clause in Contracts

Administration of the Plan. (a) The Plan shall be administered by the Committee, as appointed by the board and serving at the Board's pleasure. If no Committee has been appointed by the Board, the Board shall administer the plan until such a Committee is appointed. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration"), the Committee shall have at least three (3) members and each member of the Committee shall be both a member of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. (b) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan shall be made or taken in the sole discretion of the Committee and shall be final, conclusive and binding on all persons for all purposes. (c) The Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor and actions taken thereunder shall be, except as otherwise determined by the Board, final, conclusive and binding on all persons for all purposes. (d) The Committee's decisions and determinations under the Plan need not be uniform and may be made selectively among Key Employees, whether or not such Key Employees are similarly situated. (e) The Committee shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad fa▇▇▇. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.

Administration of the Plan. (a) 3.1 The Plan shall be administered by the Committee, as appointed by the board and serving at the Board's pleasure. If no Committee has been appointed by the Boardcomprised from time to time of not fewer than two members, the Board each of whom shall administer the plan until such a Committee is appointed. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration"), the be Non-Employee Directors. 3.2 The Committee shall have plenary authority, subject to provisions of the Plan (including without limitation the provisions of Section 6 hereof respecting Options granted the Non-Employee Directors pursuant to Section 6.2), to determine when and to whom Options shall be granted, the Term of each Option, the number of Shares covered by it, the participation by Grantees in other plans, and any other terms or conditions of each such Option. The number of Shares, the Term and the other terms and conditions of a particular Option need not be the same, even as to similarly situated Grantees. The Committee's actions in granting Options and fixing their size, Term, and other terms and conditions shall be final and conclusive on all persons. Notwithstanding anything in the Plan to the contrary, the maximum number of Shares with respect to which Options may be granted under the Plan to any individual other than a Non-Employee Director is 65,000. 3.3 The Committee shall have the sole responsibility for construing and interpreting the Plan, for establishing and amending such rules and regulations as it deems necessary or desirable for the proper administration of the Plan, and for resolving all questions arising under the Plan. Any decision or action taken by the Committee arising out of or in connection with the construction, administration, interpretation and effect of the Plan and of its rules and regulations shall, to the extent permitted by law, be within its absolute discretion, except as otherwise specifically provided herein, and shall be conclusive and binding upon all Grantees, all Successors, and any other person, whether that person is claiming under or through any Grantee or otherwise. 3.4 The Committee shall designate one of its members as Chairman. It shall hold its meetings at least three (3) such times and places as it may determine. A majority of its members shall constitute a quorum, and each member all determinations of the Committee shall be both a member of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained made by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. (b) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan shall be made or taken in the sole discretion of the Committee and shall be final, conclusive and binding on all persons for all purposes. (c) The Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor and actions taken thereunder shall be, except as otherwise determined by the Board, final, conclusive and binding on all persons for all purposes. (d) The Committee's decisions and determinations under the Plan need not be uniform and may be made selectively among Key Employees, whether or not such Key Employees are similarly situated. (e) The Committee shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committeeits members. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad fa▇▇▇. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.as

Administration of the Plan. (a) The Plan shall be administered by the Committee, as appointed by the board and serving at the Board's pleasure. If no Committee has been appointed by the Board, the Board shall administer the plan until such a Committee is appointed. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration"), the Committee shall have at least three (3) members and each Each member of the Committee shall be both a member of the Board and, if possible, and both a "disinterested personnon-employee director" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a regulation and an "disinterested personoutside director" is one who shall not be, and shall not have been, eligible to receive an Award under for purposes of Section 162(m) of the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolutionInternal Revenue Code. (b) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan shall be made or taken in the sole discretion of the Committee and shall be final, conclusive and binding on all persons for all purposes. (c) The Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor thereof and actions taken thereunder shall be, except as otherwise determined by the Board, final, conclusive and binding on all persons for all purposes. (d) The Committee's decisions and determinations under the Plan need not be uniform and may be made selectively among Key Employees, whether or not such Key Employees are similarly situated. (e) The Committee shall keep minutes may, in its sole discretion, delegate such of its actions under powers as it deems appropriate to the Plan. The act chief executive officer or other members of a majority of the members present at a meeting duly called and held senior management, except that Awards to executive officers shall be the act of the Committee. Any decision or determination reduced to writing and signed made solely by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and heldor the Board of Directors. (f) The If a Change of Control has not occurred and if the Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by determines that a Key Employee has taken action inimical to the best interests of any Participating Company, consultants and agents as the Committee may deem appropriate for the administration may, in its sole discretion, terminate in whole or in part such portion of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability Option (including any sum paid in settlement related Right) as has not yet become exercisable at the time of a claim with termination, terminate any Performance Share Award for which the approval Performance Period has not been completed or terminate any Award of Restricted Stock for which the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad fa▇▇▇. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the CompanyRestriction Period has not lapsed.

Administration of the Plan. (a) The Plan shall be administered by a committee of two or three members (provided it is not less than the minimum number of persons from time to time required by both Rule 16b-3 and Section 162(m) of the Code) of the Board of Directors of the Company (hereinafter called the "Committee, as "). The Committee's members shall be appointed by the board Board of Directors of the Company and serving all members of the Committee shall serve at the Board's pleasure. If no Committee has been appointed by pleasure of the Board, the Board . The Committee shall administer the plan until hold meetings at such a Committee is appointedtimes and places as it may determine. If the Company Committee has registered two members then all actions must be unanimous. If the Committee has three members all three shall be required for a quorum but a majority vote will be binding. The Committee may act by unanimous written consent of all members without a meeting. The Committee shall from time to time at its discretion determine which key individuals shall be granted Options and the amount of stock covered by such Options. No director while a member of the Committee shall be eligible to receive an Option under the Plan. The Committee shall have the sole authority and power, subject to the express provisions and limitations of the Plan, to construe the Plan and Agreements granted hereunder, and to adopt, prescribe, amend, and rescind rules and regulations relating to the Plan, and to make all determinations necessary or advisable for administering the Plan. The interpretation by the Committee of any provision of its securities the Plan or of any Agreement entered into hereunder shall be in accordance with Section 422A of the Internal Revenue Code of 1954, as amended, and the Regulations issued thereunder, as such Section or Regulations may be amended from time to time, in order that the rights granted hereunder and under said Agreements shall constitute "Incentive Stock Options" within the meaning of such Section. Such interpretation shall also be in compliance with Rule 16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act Registration"), and regulations thereunder. The interpretation and construction by the Committee shall have at least three (3) members and each member of the Committee shall be both a member any provisions of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or of any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. (b) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan option granted hereunder shall be made or taken in the sole discretion of the Committee final and shall be finalconclusive, conclusive and binding on all persons for all purposes. (c) The Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor and actions taken thereunder shall be, except as unless otherwise determined by the Board, final, conclusive and binding on all persons for all purposes. (d) The Committee's decisions and determinations under the Plan need not be uniform and may be made selectively among Key Employees, whether or not such Key Employees are similarly situated. (e) The Committee shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Board or the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award option granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad fa▇▇▇. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.

Administration of the Plan. (a) 17.1 The Plan general administration of the Plan, as well as construction and interpretation thereof, shall be administered by vested in the Committee. The number of members of the Committee shall be established by, as and the members shall be appointed by the board from time to time by, and serving shall serve at the Board's pleasure. If no Committee has been appointed by the Boardpleasure of, the Board of Directors of the Company. 17.2 Subject to the Plan, the Committee shall administer from time to time establish rules, forms and procedures for the plan until such a Committee is appointedadministration of the Plan. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration")Except as otherwise expressly provided, the Committee shall have at least three (3) members the exclusive right to interpret the Plan and each to decide any and all matters arising thereunder. The Committee's decisions shall be conclusive and binding upon all persons having or claiming to have any right or interest under the Plan. 17.3 The Committee may employ such consultants, advisors and managers as it deems necessary or useful in carrying out its duties. 17.4 No member of the Committee shall be both a liable for any act or omission of any other member of the Board andCommittee, if possiblenor for any act or omission on his own part, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committeeexcepting his own willful misconduct. The Board may exclude any director from such eligibility by resolution. (b) All decisions, determinations or actions Company shall indemnify and save harmless each member of the Committee made or taken pursuant to grants against any and all expenses and liabilities arising out of authority under his membership on the Plan shall be made or taken in Committee, with the sole discretion exception of expenses and liabilities arising out of his own willful misconduct. 17.5 To enable the Committee to perform its functions, the Company shall supply full and shall be final, conclusive and binding timely information to the Committee on all persons matters relating to the compensation of all Participants, their retirement, death or other cause for all purposestermination of employment, and such other pertinent facts as the Committee may require. (c) 17.6 The Committee shall have full the power, discretion in its sole discretion, to change the manner and authority time of payments to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor and actions taken thereunder shall be, except as otherwise determined by the Board, final, conclusive and binding on all persons for all purposes. (d) The Committee's decisions and determinations under the Plan need not be uniform and may be made selectively among Key Employeesto a Participant or Beneficiary from that set forth herein, whether if requested to do so by such Participant or not such Key Employees are similarly situatedBeneficiary. (e) The Committee shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad fa▇▇▇. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.

Administration of the Plan. The Committee shall have the power and authority to prescribe, amend and rescind rules and procedures governing the administration of this Plan, including, but not limited to the full power and authority (ai) The to interpret the terms of this Plan, the terms of any Options granted under this Plan shall be administered and the rules and procedures established by the Committee governing any such Options, (ii) to determine the rights of any person under this Plan or the meaning of requirements imposed by the terms of this Plan or any rule or procedure established by the Committee, as appointed by (iii) to correct any defect or omission or reconcile any inconsistency in the board Plan or in any Option granted hereunder, (iv) to determine whether any Options are subject to and/or comply with the requirements of Code Section 409A or the regulations thereunder and serving at (v) to make all other determinations and take all other actions necessary or advisable for the Board's pleasureimplementation and administration of the Plan. If no Committee has been appointed by the Board, the Board shall administer the plan until such a Committee is appointed. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration"), the Committee shall have at least three (3) members and each member Each action of the Committee shall be both a member of binding on all persons. Notwithstanding any provision to the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition contrary contained in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the this Plan or any separate written agreement between the Company and any Participant with respect to any Option pursuant to this Plan, any unvested Options that do not become vested immediately prior to, or in connection with, any Sale of the Company shall be forfeited and cancelled with concurrent effect upon the consummation of any such transaction, and no Participant nor any other plan maintained by Person shall have any Participating Company to acquire stock, stock options, stock appreciation further rights or restricted stock obligations with respect to such forfeited Options. It is the Company’s intent that, except as otherwise specifically provided in a written award agreement with respect to an Option, the Options not be treated as a nonqualified deferred compensation plan that fails to meet the requirements of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. Section 409A(a)(2), (b3) All decisions, determinations or actions (4) of the Committee made Code and that any ambiguities in construction be interpreted in order to effectuate such intent. However, the Company may, in its discretion, issue options that are subject to or taken pursuant to grants of authority compliant with Code §409A. Options under the Plan shall contain such terms as the Committee determines are appropriate to be made exempt from, or taken in comply with, the sole discretion requirements of Section 409A of the Committee and shall be finalCode. However, conclusive and binding on all persons for all purposes. (c) The Committee shall have full powerneither the Company nor any of its Affiliates makes any representations with respect to the application of Code Section 409A to the Options and, discretion and authority to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor and actions taken thereunder shall be, except as otherwise determined by the Boardacceptance of the Options, finalthe Participant agrees to accept the potential application of Code §409A to the Options and the tax consequences of the issuance, conclusive vesting, ownership, modification, adjustment, exercise and binding on all persons for all purposes. (d) The Committee's decisions and determinations under disposition of the Plan need not be uniform and may be made selectively among Key EmployeesOptions. In the event that, whether or not such Key Employees are similarly situated. (e) The Committee shall keep minutes after the issuance of its actions an Option under the Plan. The act of a majority , Section 409A of the members present at a meeting duly called and held shall be Code or the act regulations thereunder are amended, or the Internal Revenue Service or Treasury Department issues additional guidance interpreting Section 409A of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counselCode, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for modify the administration terms of any such previously issued Option to the extent the Committee determines that such modification is necessary to comply with the requirements of Section 409A of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agentCode. All expenses incurred by In no event whatsoever shall the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall Company be liable for any action additional tax, interest or determination made in good faith with respect to the Plan or penalty that may be imposed on any Award granted under it. Each member or former member Participant by Section 409A of the Commitiee Code or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim damages for failing to comply with the approval Section 409A of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad fa▇▇▇. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the CompanyCode.

Administration of the Plan. (a) 2.1. The Plan shall be administered by the Committee, as appointed by Board of Directors of the board and serving at the Board's pleasure. If no Committee has been appointed by the Board, the Board shall administer the plan until such a Committee is appointed. If the Company has registered any of its securities under the Securities Exchange Act of 1934 General Partner (the "Exchange Act RegistrationBoard") acting as an administrative committee of the whole or by another administrative committee comprised solely of not less than two (2) non-employee Directors of the Board (in each case the "Committee"). The Committee shall have all of the powers and duties specified for it under the Plan, including, without limitation, the selection of Participants and the determination of Awards to be granted to each Participant. The Committee may from time to time establish rules and procedures for the administration of the Plan which are not inconsistent with the provisions of the Plan, and any such rules and procedures shall be effective as if included in the Plan. 2.2. A majority of the members of the Committee shall constitute a quorum for the transaction of business. All action taken by the Committee at a meeting shall be by the vote of a majority of those present at such meeting, but any action may be taken by the Committee without a meeting upon written consent signed by all of the members of the Committee. Members of the Committee may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear or see the comments of one another. No member of the Committee shall vote on any matter directly affecting the amounts payable under the Plan to such member. 2.3. Subject to the terms of the Plan and applicable law, the Committee shall have at least three sole power, authority and discretion to: (3i) members and each member designate Participants; (ii) determine the types of the Committee shall Awards to be both granted to a member of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 Participant under the Exchange Act Plan; (iii) determine the number of Common Units to be covered by or successor rule with respect to which payments, rights, or regulation. By definition other matters are to be calculated in Rule 16b-3connection with Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, a "disinterested person" is one who shall not beto what extent, under what circumstances and shall not have beenhow Awards may be settled or exercised in cash, eligible to receive an Award under the Plan Common Units, other securities, other Awards, or any other plan maintained by any Participating Company to acquire stockproperty, stock optionsor may be canceled, stock appreciation rights forfeited, or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. suspended; (bvi) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan shall be made or taken in the sole discretion of the Committee and shall be final, conclusive and binding on all persons for all purposes. (c) The Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor and actions taken thereunder shall be, except as otherwise determined by the Board, final, conclusive and binding on all persons for all purposes. (d) The Committee's decisions and determinations under the Plan need not be uniform and may be instrument or agreement relating to an Award made selectively among Key Employees, whether or not such Key Employees are similarly situated. (e) The Committee shall keep minutes of its actions under the Plan. The act of a majority ; (vii) establish, amend, suspend, or waive such Execution Copy rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the members present at Plan; (viii) make a meeting duly called determination as to the right of any person to receive payment of an Award or other benefit; and held shall be the act of the Committee. Any decision or (ix) make any other determination reduced to writing and signed by all members of take any other action that the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate deems necessary or desirable for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agentPlan. 2.4. All expenses incurred by the Committee Unless otherwise expressly provided in interpreting and administering the Plan, including without limitationall designations, meeting fees determinations, interpretations, and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith other decisions with respect to the Plan or any Award granted under it. Each member or former member shall be within the sole discretion of the Commitiee or the Board Committee, may be made at any time, and shall be indemnified final, conclusive, and held harmless by the Company against binding upon all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad fa▇▇▇. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the CompanyPersons.

Administration of the Plan. (a) 16.1 The Plan general administration of the Plan, as well as construction and interpretation thereof, shall be administered by vested in the Committee. The number of members of the Committee shall be established by, as and the members shall be appointed by the board from time to time by, and serving shall serve at the Board's pleasure. If no Committee has been appointed by the Boardpleasure of, the Board of Directors of the Company. 16.2 Subject to the Plan, the Committee shall administer from time to time establish rules, forms and procedures for the plan until such a Committee is appointedadministration of the Plan. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration")Except as otherwise expressly provided, the Committee shall have at least three (3) members the exclusive right to interpret the Plan and each to decide any and all matters arising thereunder. The Committee's decisions shall be conclusive and binding upon all persons having or claiming to have any right or interest under the Plan. 16.3 The Committee may employ such consultants, advisors and managers as it deems necessary or useful in carrying out its duties. 16.4 No member of the Committee shall be both a liable for any act or omission of any other member of the Board andCommittee, if possiblenor for any act or omission on his own part, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committeeexcepting his own willful misconduct. The Board may exclude any director from such eligibility by resolution. (b) All decisions, determinations or actions Company shall indemnify and save harmless each member of the Committee made or taken pursuant to grants against any and all expenses and liabilities arising out of authority under his membership on the Plan shall be made or taken in Committee, with the sole discretion exception of expenses and liabilities arising out of his own willful misconduct. 16.5 To enable the Committee to perform its functions, the Company shall supply full and shall be final, conclusive and binding timely information to the Committee on all persons matters relating to the compensation of all Participants, their retirement, death or other cause for all purposestermination of employment, and such other pertinent facts as the Committee may require. (c) 16.6 The Committee shall have full the power, discretion in its sole discretion, to change the manner and authority time of payments to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor and actions taken thereunder shall be, except as otherwise determined by the Board, final, conclusive and binding on all persons for all purposes. (d) The Committee's decisions and determinations under the Plan need not be uniform and may be made selectively among Key Employeesto a Participant or Beneficiary from that set forth herein, whether if requested to do so by such Participant or not such Key Employees are similarly situatedBeneficiary. (e) The Committee shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad fa▇▇▇. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.

Administration of the Plan. (a) The Plan shall will be administered by the Committee, as appointed by the board and serving at the Board's pleasure. If no Committee has been appointed by the Board, subject to Paragraph 3(b). The Board will have authority, not inconsistent with the express provisions of the Plan, to take all action necessary or appropriate thereunder, to interpret its provisions, and to decide all questions and resolve all disputes which may arise in connection therewith. Such determinations of the Board shall administer be conclusive and shall bind all parties. (b) The Board may, in its discretion, delegate its powers with respect to the Plan to an employee benefit plan until such a committee or any other committee (the "Committee"), in which event all references to "the Board" hereunder, including without limitation the references in Section 9, but excluding the references in Section 2, shall be deemed to refer to the Committee. The Committee is appointed. If shall consist of not fewer than two (2) members of the Board; provided, however, that if, at any time the awards under the Plan are granted, the Company has registered any is subject to the reporting requirements of its securities under the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act RegistrationAct"), each of the members of the Committee shall have must be a "non-employee director" as that term is defined in Rule 16b-3 as promulgated and amended from time to time by the Securities and Exchange Commission under the Exchange Act, or any successor thereto ("Rule 16b-3"). In addition, at least three (3any time the Company is subject to Section 162(m) members and of the Code, each member of the Committee shall be both a member of the Board and, if possible, a an "disinterested personoutside director" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulationsuch Section. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. (b) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan shall be made or taken in the sole discretion of the Committee and shall be final, conclusive and binding on all persons for all purposes. (c) The Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor and actions taken thereunder shall be, except as otherwise determined by the Board, final, conclusive and binding on all persons for all purposes. (d) The Committee's decisions and determinations under the Plan need not be uniform and may be made selectively among Key Employees, whether or not such Key Employees are similarly situated. (e) The Committee shall keep minutes of its actions under the Plan. The act of a A majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at constitute a meeting duly called quorum, and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member all determinations of the Committee (including determinations of eligibility, the number of Options granted to a Participant and the exercise price of Options) shall be made by the majority of its members present at a meeting. Any determination of the Board shall be liable for any action or determination made in good faith with respect to Committee under the Plan may be made without notice or any Award granted under it. Each member or former member meeting of the Commitiee or the Board shall be indemnified and held harmless Committee by the Company against a writing signed by all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad fa▇▇▇. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the CompanyCommittee members.

Administration of the Plan. (a) The 2.1 This Plan shall be administered by the Board of Directors of the Company (the “Board”) unless a committee of the Board is appointed in accordance with this Section 2. The Board, or such committee, if appointed, will be referred to in this Plan as the “Administrative Committee.” 2.2 The Board may at any time appoint a committee, consisting of not less than two (unless there shall be fewer than two Directors) of its members, to administer this Plan on behalf of the Board in accordance with such terms and conditions not inconsistent with this Plan as appointed by the board and serving at the Board's pleasureBoard may prescribe. If no Committee has been appointed The committee, after it is appointed, shall continue to serve until otherwise directed by the Board. The Board may appoint additional members to the Committee, remove members (with or without cause), fill vacancies however caused, and/or remove all members of the Board committee and thereafter directly administer this Plan. 2.3 A majority of the members of the Administrative Committee shall administer constitute a quorum, and, subject to the plan until limitations of this Section 2, all actions of the Administrative Committee shall require the affirmative vote of members who constitute a majority of a quorum. Members of the Administrative Committee may vote on any matters affecting the administration of, or the grant of Incentive Stock Options under the Plan provided, however, that no member (unless there shall be only one member) shall vote on the granting of an Incentive Stock Option to himself or herself (but a member may be counted in determining the existence of a quorum at a. meeting of’ the Administrative Committee during which action is taken with respect to the granting of such a Committee is appointed. If an Incentive Stock Option). 2.4 Notwithstanding the foregoing provisions of this Section 2, if the Company has registered registers any class of its securities under any equity security pursuant to Section 12 of the Securities Exchange Act of of’ 1934 (the "“Exchange Act Registration"Act”), this Plan shall, from the Committee shall have at least three (3) members and each member effective date of registration until six months after the Committee shall termination of thereof, be both administered in a member of manner that satisfies the Board and, if possible, a "disinterested person" within the meaning conditions of Rule 16b-3 under the Exchange Act or (including any amendments thereof and any successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not beprovision similar hereto) so that the grant of Incentive Stock Options under this Plan, and shall not have been, eligible to receive an Award under the Plan or any all other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment actions taken with respect to the Plan, to the options granted thereunder’ and to the Common Stock acquired upon exercise of Incentive Stock Options, shall, to the extent possible, be exempt from the operation of Section 16(b) of the Exchange Act. 2.5 The following provisions shall apply to the Administrative Committee. : (a) The Board Administrative Committee shall have the authority (i) to administer this Plan in accordance with its express terms; (ii) to determine all questions arising in connection with the administration, interpretation, and application of this Plan, including all questions relating to the value of the Common Stock; (iii) to correct any defect, supply any information and reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or, advisable to carry out the purpose of this Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the administration of this Plan; (v) to determine the duration and purposes of leaves of absence which may exclude any director from such eligibility by resolutionbe granted to participants without constituting a termination of employment for purposes of this Plan; and (vi) to make all other determinations necessary or advisable for administration of this Plan. (b) All decisions, determinations or actions The authority of the Administrative Committee made or taken pursuant to grants of authority under administer the Plan shall be made or taken in exercised consistently with the sole discretion intent that the Incentive Stock Options issued under this Plan qualify under Section 422 of the Committee and shall be final, conclusive and binding on all persons for all purposesCode (including any amendments thereof or successor provision similar thereto). (c) All determinations made by the Administrative Committee in good faith on matters referred to in this Section 2.5 shall be final, conclusive, and binding upon all persons. The Administrative Committee shall have full power, discretion and authority all powers necessary or appropriate to interpret, construe and administer the Plan and any part thereof, and accomplish its interpretations and constructions thereor and actions taken thereunder shall be, except as otherwise determined by the Board, final, conclusive and binding on all persons for all purposesduties under this Plan. (d) The Committee's decisions and determinations under the Plan need not be uniform and may be made selectively among Key Employees, whether or not such Key Employees are similarly situated. (e) The Committee shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad fa▇▇▇. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.