Common use of Administration of the Plan Clause in Contracts

Administration of the Plan. (a) Each member of the Committee shall be both a member of the Board and both a "non-employee director" within the meaning of Rule 16b-3 under the Act or successor rule or regulation and an "outside director" for purposes of Section 162(m) of the Internal 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 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 may, in its sole discretion, delegate such of its powers as it deems appropriate to the chief executive officer or other members of senior management, except that Awards to executive officers shall be made solely by the Committee or the Board of Directors. (f) If a Change of Control has not occurred and if the Committee determines that a Key Employee has taken action inimical to the best interests of any Participating Company, the Committee may, in its sole discretion, terminate in whole or in part such portion of any Option (including any related Right) as has not yet become exercisable at the time of termination, terminate any Performance Share Award for which the Performance Period has not been completed or terminate any Award of Restricted Stock for which the Restriction Period has not lapsed.

Administration of the Plan. 3.1 The Plan shall be administered by the Committee, comprised from time to time of not fewer than two members, each of whom shall be Non-Employee Directors. 3.2 The Committee shall have plenary authority, subject to provisions of the Plan (a) Each member 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 such times and places as it may determine. A majority of its members shall constitute a quorum, and all determinations of the Committee shall be both made by a member majority of the Board its members. Any determination reduced to writing and both a "non-employee director" within the meaning of Rule 16b-3 under the Act or successor rule or regulation and an "outside director" for purposes of Section 162(m) of the Internal Revenue Code. (b) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan signed by all members 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 thereof and actions taken thereunder shall be, except fully 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 may, in its sole discretion, delegate such of its powers as it deems appropriate to the chief executive officer or other members of senior management, except that Awards to executive officers shall be made solely by the Committee or the Board of Directors. (f) If a Change of Control has not occurred and if the Committee determines that a Key Employee has taken action inimical to the best interests of any Participating Company, the Committee may, in its sole discretion, terminate in whole or in part such portion of any Option (including any related Right) as has not yet become exercisable at the time of termination, terminate any Performance Share Award for which the Performance Period has not been completed or terminate any Award of Restricted Stock for which the Restriction Period has not lapsed.effective as

Administration of the Plan. The Plan shall be administered by a committee of two or three members (aprovided it is not less than the minimum number of persons from time to time required by both Rule 16b-3 and Section 162(m) Each of the Code) of the Board of Directors of the Company (hereinafter called the "Committee"). The Committee's members shall be appointed by the Board of Directors of the Company and all members of the Committee shall serve at the pleasure of the Board. The Committee shall hold meetings at such times and places as it may determine. If the Committee has 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 both a member 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 Board Plan, to construe the Plan and both a 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 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 "non-employee directorIncentive Stock Options" within the meaning of such Section. Such interpretation shall also be in compliance with Rule 16b-3 under the Act or successor rule or regulation and an "outside director" for purposes of Section 162(m) of the Internal Revenue Code. (b) All decisions, determinations or actions Securities Exchange Act of 1934 and regulations thereunder. The interpretation and construction by the Committee of any provisions of the Committee made Plan or taken pursuant to grants of authority under the Plan any 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 thereof and actions taken thereunder shall be, except as unless otherwise determined by the Board, final, conclusive and binding on all persons . No member of the Board or the Committee shall be liable for all purposes. (d) The Committee's decisions and determinations under any action or determination made in good faith with respect to the Plan need not be uniform and may be made selectively among Key Employees, whether or not such Key Employees are similarly situatedany option granted under it. (e) The Committee may, in its sole discretion, delegate such of its powers as it deems appropriate to the chief executive officer or other members of senior management, except that Awards to executive officers shall be made solely by the Committee or the Board of Directors. (f) If a Change of Control has not occurred and if the Committee determines that a Key Employee has taken action inimical to the best interests of any Participating Company, the Committee may, in its sole discretion, terminate in whole or in part such portion of any Option (including any related Right) as has not yet become exercisable at the time of termination, terminate any Performance Share Award for which the Performance Period has not been completed or terminate any Award of Restricted Stock for which the Restriction Period has not lapsed.

Administration of the Plan. 2.1. The Plan shall be administered by the Board of Directors of the General Partner (athe "Board") Each 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 be both a member of vote on any matter directly affecting the Board and both a "non-employee director" within the meaning of Rule 16b-3 under the Act or successor rule or regulation and an "outside director" for purposes of Section 162(m) of the Internal Revenue Code. (b) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority amounts payable under the Plan shall be made or taken in to such member. 2.3. Subject to the sole discretion terms of the Committee Plan and shall be finalapplicable law, conclusive and binding on all persons for all purposes. (c) The the Committee shall have full sole power, authority and discretion to: (i) designate Participants; (ii) determine the types of Awards to be granted to a Participant under the Plan; (iii) determine the number of Common Units to be covered by or with respect to which payments, rights, or other matters are to be calculated in connection with Awards; (iv) determine the terms and authority conditions of any Award; (v) determine whether, to what extent, under what circumstances and how Awards may be settled or exercised in cash, Common Units, other securities, other Awards, or other property, or may be canceled, forfeited, or suspended; (vi) interpret, construe and administer the Plan and any part thereofinstrument or agreement relating to an Award made under the Plan; (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 Plan; (viii) make a determination as to the right of any person to receive payment of an Award or other benefit; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. 2.4. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and its interpretations and constructions 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 other decisions and determinations under with respect to the Plan need not or any Award shall be uniform and within the sole discretion of the Committee, may be made selectively among Key Employeesat any time, whether or not such Key Employees are similarly situated. (e) The Committee may, in its sole discretion, delegate such of its powers as it deems appropriate to the chief executive officer or other members of senior management, except that Awards to executive officers and shall be made solely by the Committee or the Board of Directorsfinal, conclusive, and binding upon all Persons. (f) If a Change of Control has not occurred and if the Committee determines that a Key Employee has taken action inimical to the best interests of any Participating Company, the Committee may, in its sole discretion, terminate in whole or in part such portion of any Option (including any related Right) as has not yet become exercisable at the time of termination, terminate any Performance Share Award for which the Performance Period has not been completed or terminate any Award of Restricted Stock for which the Restriction Period has not lapsed.

Administration of the Plan. (a) Each 16.1 The general administration of the Plan, as well as construction and interpretation thereof, shall be vested in the Committee. The number of members of the Committee shall be established by, and the members shall be appointed from time to time by, and shall serve at the pleasure of, the Board of Directors of the Company. 16.2 Subject to the Plan, the Committee shall from time to time establish rules, forms and procedures for the administration of the Plan. Except as otherwise expressly provided, the Committee shall have the exclusive right to interpret the Plan and 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 Committee, nor for any act or omission on his own part, excepting his own willful misconduct. The Company shall indemnify and both a "non-employee director" within the meaning of Rule 16b-3 under the Act or successor rule or regulation and an "outside director" for purposes of Section 162(m) of the Internal Revenue Code. (b) All decisions, determinations or actions 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 and authority to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions 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 may, in its sole discretion, delegate such to change the manner and time of its powers as it deems appropriate payments to the chief executive officer or other members of senior management, except that Awards to executive officers shall be made solely to a Participant or Beneficiary from that set forth herein, if requested to do so by the Committee such Participant or the Board of DirectorsBeneficiary. (f) If a Change of Control has not occurred and if the Committee determines that a Key Employee has taken action inimical to the best interests of any Participating Company, the Committee may, in its sole discretion, terminate in whole or in part such portion of any Option (including any related Right) as has not yet become exercisable at the time of termination, terminate any Performance Share Award for which the Performance Period has not been completed or terminate any Award of Restricted Stock for which the Restriction Period has not lapsed.

Administration of the Plan. (a) Each member The Plan may be administered by the entire board of directors of the Company (the “Board”) or by a committee as defined below (the “Committee”). If the Company is subject to the provisions of the Exchange Act, the Committee shall consist of two or more members of the Board, each of whom shall be both a member of the Board and both a "non-employee an “outside director" ” within the meaning of Rule 16b-3 under the Act or successor rule or regulation and an "outside director" for purposes of Section 162(m) of the Internal Revenue CodeCode and a “non-employee director” within the meaning of Rule 16b-3. Once appointed, such Committee shall continue to serve until otherwise directed by the Board. A majority of the members of any such Committee shall constitute a quorum, and all determinations of the Committee shall be made by the majority of its members present at a meeting. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by all of the Committee members. The Committee shall have the authority to interpret the Plan and promulgate and rescind rules and regulations relating to it. The interpretation and construction by the Committee of any provisions of the Plan or of any Option granted under it shall be final, binding and conclusive unless otherwise determined by the Board. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. No members of the Committee or the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it. No member of the Committee or the Board shall be liable for any act or omission of any other member of the Committee or the Board or for any act or omission on his or her own part, including but not limited to the exercise of any power and discretion given to him or her under the Plan, except those resulting from his or her own gross negligence or willful misconduct. (b) The Committee may select one of its members as its chairman and shall hold meetings at such time and places as it may determine. All decisions, determinations or actions references in this Plan to the Committee shall mean the Board if no Committee has been appointed. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused or remove all members of the Committee and thereafter directly administer the Plan. (c) In addition to such other rights of indemnification as he may have as a member of the Board, and with respect to administration of the Plan and the granting of Options under it, each member of the Board and of the Committee shall be entitled without further act on his or her part to indemnification from the Company for all expenses (including advances of litigation expenses, the amount of judgment and the amount of approved settlements made with a view to the curtailment of costs of litigation) reasonably incurred by him or taken pursuant her in connection with or arising out of any action, suit or proceeding, including any appeal thereof, with respect to grants the administration of authority the Plan (or the granting of Options thereunder) in which he may be involved by reason of his or her being or having been a member of the Board or the Committee, whether or not he continues to be such member of the Board or the Committee at the time of the incurring of such expenses; provided, however, that such indemnity shall not include any expenses incurred by such member of the Board or the Committee (i) in respect of matters as to which he shall be finally adjudged in such action, suit or proceeding to have been guilty of or liable for gross negligence or willful misconduct in the performance of his or her duties as a member of the Board or the Committee; (ii) in respect of any matter in which any settlement is effected to an amount in excess of the amount approved by the Company on the advice of its legal counsel or (iii) arising from any action in which a person asserts a claim against the Company whether such claim is termed a complaint, counterclaim, cross-claim, third party complaint or otherwise and provided further that no right of indemnification under the Plan provisions set forth herein shall be made available to any such member of the Board or taken the Committee unless within 10 days after institution of any such action, suit or proceeding he shall have offered the Company in writing the sole discretion opportunity to handle and defend such action, suit or proceeding at its own expense. The foregoing right of indemnification shall inure to the benefit of the heirs, executors or administrators of each such member of the Board or the Committee and shall be finalin addition to all other rights to which such member of the Board or the Committee would be entitled to as a matter of law, conclusive and binding on all persons contract or otherwise. Provided, however, the exception in Section 2(c) (iii) shall not apply to an action for all purposes. (c) The Committee shall have full power, discretion and authority indemnification under circumstances where the Company has failed to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions 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 may, in its sole discretion, delegate such of its powers as it deems appropriate provide indemnification to the chief executive officer Board or other members of senior management, except that Awards to executive officers shall be made solely Committee member which indemnification is required by the Committee or the Board of Directorsthis Plan. (f) If a Change of Control has not occurred and if the Committee determines that a Key Employee has taken action inimical to the best interests of any Participating Company, the Committee may, in its sole discretion, terminate in whole or in part such portion of any Option (including any related Right) as has not yet become exercisable at the time of termination, terminate any Performance Share Award for which the Performance Period has not been completed or terminate any Award of Restricted Stock for which the Restriction Period has not lapsed.

Administration of the Plan. (a) Each member The Plan will be administered by an officer or officers of the Committee shall be both a member of the Board and both a "non-employee director" within the meaning of Rule 16b-3 under the Act or successor rule or regulation and an "outside director" for purposes of Section 162(m) of the Internal 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 Company duly designated by the Committee and shall be final, conclusive in accordance with the rules and binding on all persons for all purposesregulations established by the Committee. (cb) The Committee shall will have full powerpower to construe, discretion and authority to interpret, construe interpret and administer the Plan and to establish and amend the rules and regulations for its administration. c) Subject to the limitations contained in the Plan, the Board will have full power, in its Discretion, (i) to grant Options to any part one or more Employees or Directors; (ii) to determine, as to any Option granted to any Employee or Director, the number of Shares to which the Option will relate; and (iii) directly, or through the Committee, to take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan or the administration or interpretation thereof. d) All actions taken and decisions made by the Board or the Committee will be binding and conclusive on all Holders of Options granted under the Plan, all other directors, officers and employees of the Company or its Subsidiaries, and its interpretations on their respective legal representatives and constructions thereof and actions beneficiaries. No member of the Board or the Committee will be liable for any determination made or action taken thereunder shall bein good faith with respect to the Plan or any Options granted under the Plan, except as otherwise determined by the Board, final, conclusive and binding on all persons or for all purposes. (d) The Committee's decisions and determinations any decision not to grant Options under the Plan need not be uniform to any Employee or Director of the Company. To the maximum extent permitted by law, the Company shall indemnify and may be made selectively among Key Employees, whether or not such Key Employees are similarly situated. (e) The Committee may, in its sole discretion, delegate such of its powers as it deems appropriate to hold harmless the chief executive officer or other members of senior management, except that Awards to executive officers shall be made solely by the Board and the Committee or the Board of Directors. (f) If from and against any and all liabilities, costs and expenses incurred by such persons as a Change of Control has not occurred and if the Committee determines that a Key Employee has taken action inimical to the best interests result of any Participating Companyact or omission to act in connection with the performance of such persons’ duties, responsibilities and obligations under the Committee may, in its sole discretion, terminate in whole or in part such portion of any Option (including any related Right) as has not yet become exercisable at the time of termination, terminate any Performance Share Award for which the Performance Period has not been completed or terminate any Award of Restricted Stock for which the Restriction Period has not lapsedPlan.