Common use of Administration of the Plan Clause in Contracts

Administration of the Plan. The Plan shall be administered by the Option Committee. The Option Committee shall have the authority granted to it under this section and under each other section of the Plan. The Option Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted pursuant to the Plan. Such Awards may be granted either alone, in addition to, or in tandem with, any other type of Award. In accordance with and subject to the provisions of the Plan and Rule 16b-3, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical). The Option Committee from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes shall be available to every member of the Board. All actions taken and all interpretations and determinations made by the Option Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Option Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretation.

Administration of the Plan. The Plan shall be administered by a committee (the Option "Committee") consisting of two or more members of the Company's Board of Directors (the "Board"). The Committee shall from time to time determine to whom options or other rights shall be granted under the Plan, whether options granted shall be incentive stock options ("ISOs") or nonqualified stock options ("NSOs"), the terms of the options or other rights, and the number of shares that may be granted under options. The Committee shall report to the Board the names of individuals to whom stock or options or other rights are to be granted, the number of shares covered, and the terms and conditions of each grant. The determinations described in this Section 2 may be made by the Committee or by the Board, as the Board shall direct in its discretion, and references in the Plan to the Committee shall be understood to refer to the Board in any such case. The Committee shall select one of its members as Chairman and shall hold meetings at such times and places as it may determine. A majority of the Committee shall constitute a quorum, and acts of the Committee at which a quorum is present, or acts reduced to or approved in writing by all the members of the Committee, shall be the valid acts of the Committee. The Option Committee shall have the authority granted to it under this section adopt, amend, and under each other section rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan. The Option Committee shall have the authorityAll questions of interpretation and application of such rules and regulations, in its sole discretion, to determine the type or types of Awards to be granted pursuant to the Plan. Such Awards may be granted either alone, in addition to, or in tandem with, any other type of Award. In accordance with and subject to the provisions of the Plan and Rule 16b-3, of options granted thereunder (the Option Committee shall select the Eligible Persons to receive Awards"Options"), shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value determination of the Common StockCommittee, (v) whether which shall be final and binding. The Plan shall be administered in such a manner as to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods permit those Options granted hereunder and extent of exercisability specially designated under Section 5 hereof as an ISO to qualify as incentive stock options as described in Section 422 of the OptionsInternal Revenue Code of 1986, and as amended (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical"Code"). The Option Committee For so long as Section 16 of the Securities Exchange Act of 1934, as amended from time to time may adopt such rules (the "Exchange Act"), is applicable to the Company, each member of the Committee shall be a "non-employee director" or the equivalent within the meaning of Rule 16b-3 under the Exchange Act, and, for so long as Section 162(m) of the Code is applicable to the Company, an "outside director" within the meaning of Section 162 of the Code and the regulations for carrying out thereunder. With respect to persons subject to Section 16 of the purposes Exchange Act ("Insiders"), transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor under the Exchange Act. To the extent any provision of the Plan as or action by the Committee fails to so comply, it may deem proper and in the best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes shall be available deemed to every member of be modified so as to be in compliance with such Rule, or, if such modification is not possible, it shall be deemed to be null and void, to the Board. All actions taken extent permitted by law and all interpretations and determinations made deemed advisable by the Option Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Option Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretationCommittee.

Administration of the Plan. The Plan shall be administered by the Option Board of Directors or a committee of the Board of Directors that is composed solely of two or more Non-Employee Directors as that term is defined in the rules and regulations promulgated under Section 16(b) of the Exchange Act (the Board of Directors and such committee being referred to collectively as the “Committee”). A majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all members of the Committee without a meeting, shall be the acts of the Committee. The Option Committee shall have Subject to the authority granted to it under this section and under each other section express provisions of the Plan. The Option Plan and the grant agreement referred to in Paragraph 12 hereof (the “Agreement”), the Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted pursuant make all determinations relating to the Plan. Such Awards may , including, but not limited to, the right to determine: the key employees of the Company (or its Subsidiaries), consultants and members of the Board, who shall be granted either alone, in addition to, or in tandem with, any other options; the type of Award. In accordance option to be granted; the times when an option shall be granted; whether the options comply with and subject to the provisions requirements of the Plan and Rule 16b-3, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) Code Section 409A; the number of shares of Non-Voting Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Awardoption; the term of each option; the date each option shall vest and become exercisable; whether an option shall be exercisable in whole, (ii) in part or in installments and, if in installments, the time at which each Award is to be granted, (iii) the extent to which the transferability number of shares of Non-Voting Common Stock issued or transferred pursuant to any Award is restrictedbe subject to each installment, (iv) whether the Fair Market Value installments shall be cumulative, the date each installment shall become exercisable and the term of the Common Stock, (v) each installment; whether to accelerate the time date of exercisability exercise of any Award that has been grantedoption or installment; whether shares of Non-Voting Common Stock may be issued upon the exercise of an option as partly paid and, if so, the dates when future installments of the exercise price shall become due and the amounts of such installments; the exercise price of each option; the form of payment of the exercise price; whether to restrict the sale or other disposition of the shares of Non-Voting Common Stock acquired upon the exercise of an option and, if so, whether and under what conditions to waive any such restriction; whether and under what conditions to subject all or a portion of the grant or exercise of an option or the shares of Non-Voting Common Stock acquired pursuant to the exercise of an option to the fulfillment of certain restrictions or contingencies as specified in the Agreement, including without limitation, restrictions or contingencies relating to entering into a covenant not to compete with the Company, any of its Subsidiaries or a Parent (vi) as defined in Paragraph 21), to financial objectives for the Company, any of its Subsidiaries or a Parent or any of its affiliates, a division of any of the foregoing, a product line or other category, and/or to the period or periods and extent of exercisability continued employment of the Optionsoptionee with the Company, any of its Subsidiaries or a Parent or any of its affiliates, and to determine, in each case, whether such limitations, restrictions or contingencies have been met; whether an optionee is Disabled (viias defined in Paragraph 21); the amount, if any, necessary to satisfy the obligation of the Company, a Subsidiary or Parent to withhold taxes or other amounts; the fair market value (as defined in Paragraph 21 hereof) of a share of Non-Voting Common Stock; to construe the manner respective Agreement and the Plan; with the consent of the optionee, to cancel or modify an option, provided, that the modified provision is permitted to be included in which an Option becomes exercisable. In additionoption granted under the Plan on the date of the modification, and further, provided, that in the Option Committee shall fix case of a modification, such other option as modified would be permitted to be granted on the date of such modification under the terms of each Optionthe Plan; to prescribe, Restricted Stock Award amend and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical). The Option Committee from time to time may adopt such rescind rules and regulations relating to the Plan; and to make all other determinations necessary or advisable for carrying administering the Plan. Any controversy or claim arising out of or relating to the purposes Plan, any option granted under the Plan or any Agreement shall be determined unilaterally by the Committee in its sole discretion. The determinations of the Plan as it may deem proper and Committee on the matters referred to in the best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes this Paragraph 3 shall be available to every conclusive and binding on the parties. No member or former member of the Board. All actions taken and all interpretations and determinations made by the Option Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Option Committee shall be personally liable for any action, failure to act or determination or interpretation made in good faith with respect to the Plan, and all members any Agreement or any option hereunder. The Company may establish a committee of outside directors meeting the Option Committee shall, requirements of Code Section 162(m) to (i) approve the grant of options that might reasonably be anticipated to result in addition to rights they may have if Directors the payment of employee remuneration that would otherwise exceed the Company, be fully protected limit on employee remuneration deductible for income tax purposes by the Company pursuant to Code Section 162(m) and (ii) administer the Plan. In such event, the powers reserved to the Committee in the Plan shall be exercised by such compensation committee. In addition, options under the Plan shall be granted upon satisfaction of the conditions to such grants provided pursuant to Code Section 162(m) and any Treasury Regulations promulgated thereunder. It is the Company’s intent that the options not be treated as nonqualified deferred compensation that fails to meet the requirements of Section 409A(a)(2), (3) or (4) of the Code and that any ambiguities in construction be interpreted in order to effectuate such intent. Options under the Plan shall contain such terms as the Committee determines are appropriate to comply with respect to the requirements of Section 409A of the Code. In the event that, after the issuance of an option under the Plan, Section 409A of the Code or the regulations thereunder are amended, or the Internal Revenue Service or Treasury Department issues additional guidance interpreting Section 409A of the Code, the Committee may modify the terms of any such action, determination or interpretationpreviously issued option to the extent the Committee determines that such modification is necessary to comply with the requirements of Section 409A of the Code.

Administration of the Plan. The Plan shall be administered by a committee of two or three members (provided it is not less than the Option 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"). 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 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 it under this section adopt, prescribe, amend, and under each other section of rescind rules and regulations relating to the Plan, and to make all determinations necessary or advisable for administering the Plan. The Option interpretation by the Committee of any provision of the Plan or of any Agreement entered into hereunder shall have be in accordance with Section 422A of the authorityInternal Revenue Code of 1954, as amended, and the Regulations issued thereunder, as such Section or Regulations may be amended from time to time, in its sole discretion, to determine order that the type or types rights granted hereunder and under said Agreements shall constitute "Incentive Stock Options" within the meaning of Awards to be granted pursuant to the Plansuch Section. Such Awards may interpretation shall also be granted either alone, in addition to, or in tandem with, compliance with Rule 16b-3 of the Securities Exchange Act of 1934 and regulations thereunder. The interpretation and construction by the Committee of any other type of Award. In accordance with and subject to the provisions of the Plan and Rule 16b-3, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical). The Option Committee from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes shall be available to every member of the Board. All actions taken and all interpretations and determinations made by the Option Committee in good faith (including determinations of Fair Market Value) option granted hereunder shall be final and binding upon all Participantsconclusive, unless otherwise determined by the Company and all other interested personsBoard. No member of the Option Board or the Committee shall be personally liable for any action, action or determination or interpretation made in good faith with respect to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to Plan or any such action, determination or interpretationoption granted under it.

Administration of the Plan. The Plan shall be administered by the Option Compensation Committee. The Option Compensation Committee shall have the authority granted to it under this section and under each other section of the Plan. The Option Compensation Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted pursuant to the Plan. Such Awards may be granted either alone, in addition to, or in tandem with, any other type of Award. In accordance with and subject to the provisions of the Plan and Rule 16b-3, the Option Compensation Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units SARs to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, Options and (vii) the manner in which an Option becomes exercisable. In addition, the Option Compensation Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Compensation Committee may deem necessary or desirable. The Option Compensation Committee shall determine the form, terms and provisions of each Award Agreement to evidence each Award (which need not be identical). The Option Compensation Committee from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Option Compensation Committee shall keep minutes of its meetings and those minutes shall be available to every member of the Board. All actions taken and all interpretations and determinations made by the Option Compensation Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Option Compensation Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Option Compensation Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretation.

Administration of the Plan. The Plan shall be administered by the Option Committee. The Option Committee shall have the authority granted to it under this section and under each other section of the Plan. The Option Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted pursuant to the Plan. Such Awards may be granted either alone, in addition to, or in tandem with, any other type of Award. In accordance with and subject to the provisions of the Plan and Rule 16b-3, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units Unit as the Option Committee may deem necessary or desirable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical). The Option Committee from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes shall be available to every member of the Board. All actions taken and all interpretations and determinations made by the Option Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Option Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretation.

Administration of the Plan. (a) The Plan shall be administered by the Board of the Company, unless it expressly establishes a committee for this purpose. No member of the Board of the Company shall act upon any matter exclusively affecting any Option Committee. The Option Committee shall have the authority granted or to be granted to it himself or herself under this section and under each other section of the Plan. A majority of the members of the Board of the Company shall constitute a quorum, and any action may be taken by a majority of those present and voting at any meeting. The Option Committee decision of the Board of the Company as to all questions of interpretation and application of the Plan shall have be final, binding and conclusive on all persons. The Board of the authorityCompany, in its sole discretion, may grant Options to determine purchase shares of the type or types Common Shares, and the Board of Awards to be granted pursuant to the Company shall issue Common Shares upon exercise of such Options as provided in the Plan. Such Awards may be granted either aloneThe Board of the Company shall have authority, in addition to, or in tandem with, any other type of Award. In accordance with and subject to the express provisions of the Plan to construe the respective Option agreements and Rule 16b-3the Plan, to prescribe, amend and rescind rules and regulations relating to the Option Committee shall select the Eligible Persons Plan, to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (the respective Option agreements, which may but need not be identical, and to make all other determinations in the judgment of the Board of the Company necessary or desirable for the administration of the Plan. The Board of the Company may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option agreement in the manner and to the extent it shall deem expedient to implement the Plan and shall be the sole and final judge of such expediency. No director shall be liable for any action or determination made in good faith. The Board of the Company, in its discretion, may delegate its power, duties and responsibilities to a committee, consisting of two or more members of the Board of the Company, all of whom are "disinterested persons" (as hereinafter defined). The Option Committee from time If a committee is so appointed, all references to time may adopt the Board of the Company herein shall mean and relate to such rules and regulations for carrying out committee, unless the context otherwise requires. For the purposes of the Plan as it may deem proper and in the best interests Plan, a director or member of the Company. The Option Committee shall keep minutes of its meetings and those minutes such committee shall be available deemed to every member be "disinterested" only if such person qualified as a "disinterested person" within the meaning of paragraph (c) (2) of Rule 16b- 3 promulgated under the Board. All actions taken and all interpretations and determinations made by Securities Exchange Act of 1934, as amended (the Option Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants"Exchange Act"), the Company and all other interested persons. No member of the Option Committee shall be personally liable for any action, determination or interpretation made in good faith with respect as such term is interpreted from time to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretationtime.

Administration of the Plan. The Plan shall be administered by a -------------------------- committee (the Option "Committee") appointed by the Board of Directors (the "Board") of the Company. If no persons are designated by the Board to serve on the Committee, the Plan shall be administered by the Board and all references herein to the Committee shall refer to the Board. The Board shall have the discretion to add, remove or replace members of the Committee, and shall have the sole authority to fill vacancies on the Committee. All actions of the Committee shall be authorized by a majority vote thereof at a duly called meeting. The Option Committee shall have the authority sole authority, in its absolute discretion, to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan, to construe and interpret the Plan, the rules and regulations, and the agreements and other instruments evidencing Options and Stock Appreciation Rights granted and Restricted Stock sold or granted under the Plan, and to it under this section and under each make all other section determinations deemed necessary or advisable for the administration of the Plan. The Option All decisions, determinations, and interpretations of the Committee shall have be final and conclusive upon the authorityParticipants, in its sole discretionas hereinafter defined. Notwithstanding the foregoing, to determine the type or types of Awards to any dispute arising under any Agreement (as defined below) shall be granted resolved pursuant to the Plandispute resolution mechanism set forth in such Agreement. Such Awards may be granted either alone, in addition to, or in tandem with, any other type of Award. In accordance with and subject Subject to the express provisions of the Plan and Rule 16b-3Plan, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine the formnumber of Shares subject to grants or sales and the terms thereof, terms including the provisions relating to the exercisability of Options and provisions Stock Appreciation Rights, lapse and non-lapse restrictions upon the Shares obtained or obtainable under the Plan and the termination and/or forfeiture of each Agreement to evidence each Award (which need not be identical)Options and Stock Appreciation Rights and Restricted Stock under the Plan. The Option Committee from time to time may adopt such rules terms upon which Options and regulations for carrying out the purposes of the Plan as it may deem proper Stock Appreciation Rights are granted and in the best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes Restricted Stock is sold or granted shall be available to every member of the Board. All actions taken and all interpretations and determinations made evidenced by the Option Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participantsa written agreement, executed by the Company and all other interested persons. No member the Participant (each, an "Agreement"), containing such terms and conditions as may be approved by the Committee; provided that such terms and conditions are not inconsistent with the express conditions of the Option Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretation.

Administration of the Plan. The authority to grant restricted stock awards, options and stock appreciation rights to officers and employees under the Plan shall be administered vested in the Stock Option and Officers' Compensation Committee (hereafter referred to as the "Committee") consisting of not less than three members of the Board of Directors appointed from time to time by the Option Board. No member of the Board shall serve on the Committee at a time when such member is, or within one year prior thereto has been, eligible to receive restricted stock awards, options, or stock appreciation rights under the Plan, or restricted stock awards, options, or stock appreciation rights under any other stock option or stock bonus plan of the Company; provided, however, that Outside Directors who receive options and restricted stock under this Plan may serve on the Committee. The Option Committee shall have no authority regarding the authority granted granting of options and restricted stock to it under this section and under each other section Outside Directors. Subject to the provisions of the Plan, the Committee from time to time shall determine (except as to options and restricted stock granted to Outside Directors) the individuals to whom, and the time or times at which, restricted stock awards, options, or stock appreciation rights shall be granted; the number of shares to be subject to each restricted stock award, each option, and each stock appreciation right; the option price per share; the extent to which stock appreciation rights are exercisable for cash, or stock, or a combination of cash and stock; whether restricted shares [shares of common stock issued under restrictions which subject them to a "substantial risk of forfeiture" (as defined in Section 83 of the Internal Revenue Code of 1986, as amended) until the restrictions lapse] should be issued on the exercise of an option or stock appreciation right and, if so, the nature of the restrictions; the duration of each option; the specific restrictions applicable to restricted stock awards and the other terms and provisions of each restricted stock award, option, and stock appreciation right. The Option In the case of officers to whom restricted stock awards, options, or stock appreciation rights may be granted, the selection of such officers and all of the foregoing determinations shall be made directly by the Committee shall have the authority, in its sole discretion. In the case of key employees other than officers, the selection of such employees and all of the foregoing determinations may be delegated by the Committee to determine an administrative group of officers chosen by the type Committee. Neither restricted stock awards, options, nor stock appreciation rights granted to one employee need be identical to those granted other employees. Subject to share ownership requirements, commencing with the 1988 annual meeting of stockholders, options with a term of ten years and one day shall be granted to each Outside Director for 1,000 shares of the Company's common stock effective as of the close of each annual meeting of the stockholders (i) at which such individual is elected a director or types (ii) following which such individual will continue to serve as a director as a member of Awards a continuing class of directors. Any option so granted shall be a nonqualified stock option. In the event any change in the outstanding shares of the Company's common stock occurs and an adjustment is made in the unexercised portion of options outstanding, as provided in Section 3 above, a similar adjustment shall be made in the number of shares to be granted pursuant to Outside Directors thereafter under this paragraph. On April 14, 1995, and each January 1 thereafter, 200 shares of restricted stock shall be granted to each Outside Director. The stock will be held in escrow for a period of three years from the award date. Stock issued as restricted stock shall be forfeited if the director ceases to serve as a director of the Company for any reason other than death, disability, or retirement under the Directors' Retirement Plan. Such Awards may In the event any change in the outstanding shares of the Company's common stock occurs as provided in Section 3 above, a similar adjustment shall be made in the number of restricted shares to be granted either alone, in addition to, or in tandem with, any other type of Awardto Outside Directors thereafter under this paragraph. In accordance with and subject Subject to the provisions of the Plan specifically governing options and Rule 16b-3restricted stock granted or to be granted to Outside Directors, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine also interpret the formPlan; prescribe, terms amend and provisions of each Agreement to evidence each Award (which need not be identical). The Option Committee from time to time may adopt such rescind rules and regulations relating to the Plan; and make all other determinations necessary or advisable for carrying out the purposes administration of the Plan Plan. The determinations of the Committee shall be made in accordance with its judgment as it may deem proper and in to the best interests of the CompanyCompany and its stockholders and in accordance with the purposes of the Plan. The Option Committee Committee's determinations shall keep minutes of its meetings and those minutes shall in all cases be available to every member of the Board. All actions taken and all interpretations and determinations made by the Option Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Option Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretationconclusive.

Administration of the Plan. The Plan shall be administered and interpreted by a committee consisting of members of the Board, which shall be appointed by the Option Board (the “Committee”). The Option Committee shall have the authority granted to it consist of two or more persons who are “outside directors” as defined under this section and under each other section 162(m) of the PlanCode, and related Treasury regulations, “non-employee directors” as defined under Rule 16b-3 under the 1934 Act, and “independent directors” as determined in accordance with the independence standards established by the Stock Exchange on which the Common Stock is at the time primarily traded. However, the Board may ratify or approve any Awards as it deems appropriate, and the Board shall approve and administer all Awards made to non-employee directors. The Option Committee may delegate authority to one or more subcommittees, as it deems appropriate. To the extent the Board, the Committee or a subcommittee administers the Plan, references in the Plan to the “Plan Administrator” shall be deemed to refer to the Board, the Committee or subcommittee. Members of the Committee shall have serve for such period of time as the authorityBoard may determine and may be removed by the Board at any time. The Plan Administrator shall, in within the scope of its sole discretion, to determine the type or types of Awards to be granted pursuant to administrative functions under the Plan. Such Awards may be granted either alone, in addition to, or in tandem with, any other type of Award. In accordance with have full power and authority (subject to the provisions of the Plan Plan) to establish such rules and Rule 16b-3regulations as it may deem appropriate for proper administration of the Discretionary Grant, Stock Issuance and Incentive Bonus Programs and to make such determinations under, and issue such interpretations of, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number provisions of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to those programs and any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units outstanding Awards thereunder as the Option Committee it may deem necessary or desirableadvisable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical). The Option Committee from time to time may adopt such rules and regulations for carrying out the purposes Decisions of the Plan as it may deem proper and in Administrator within the best interests of the Company. The Option Committee shall keep minutes scope of its meetings and those minutes shall be available to every member of administrative functions under the Board. All actions taken and all interpretations and determinations made by the Option Committee in good faith (including determinations of Fair Market Value) Plan shall be final and binding upon on all Participantsparties who have an interest in the Discretionary Grant, Stock Issuance and Incentive Bonus Programs under its jurisdiction or any Award thereunder. Service on the Company Committee shall constitute service as a Board member, and all other interested personsthe members of the Committee shall accordingly be entitled to full indemnification and reimbursement as Board members for their service on the Committee. No member of the Option Committee shall be personally liable for any action, determination act or interpretation omission made in good faith with respect to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to Plan or any such action, determination or interpretationAward made thereunder.

Administration of the Plan. The Plan shall be administered by the Option Compensation Committee. The Option Compensation Committee shall have the authority granted to it under this section and under each other section of the Plan. The Option Compensation Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted pursuant to the Plan. Such Awards may be granted either alone, in addition to, or in tandem with, any other type of Award. In accordance with and subject to the provisions of the Plan and Rule 16b-3, the Option Compensation Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and (vii) the manner in which an Option becomes exercisable. In addition, the Option Compensation Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Compensation Committee may deem necessary or desirable. The Option Compensation Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical). The Option Compensation Committee from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Option Compensation Committee shall keep minutes of its meetings and those minutes shall be available to every member of the Board. All actions taken and all interpretations and determinations made by the Option Compensation Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Option Compensation Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Option Compensation Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretation.

Administration of the Plan. The Plan shall be administered by the Option Committee. The Option Committee shall have the authority granted to it under this section and under each other section of the Plan. The Option Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted pursuant to the Plan. Such Awards may be granted either alone, in addition to, or in tandem with, any other type of Award. In accordance with and subject to the provisions of the Plan and Rule 16b-3, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Preferred Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock or Preferred Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common StockStock or the Preferred Stock (which shall include the Fair Market Value of any underlying Common Stock that the Preferred Stock may be convertible into), (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical). The Option Committee from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes shall be available to every member of the Board. All actions taken and all interpretations and determinations made by the Option Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Option Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretation.

Administration of the Plan. The Plan shall be administered by the Option Committee. The Option Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under this section the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Incentive Awards; to determine the persons to whom and the time or times at which Incentive Awards shall be granted; to determine the type and number of Incentive Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Incentive Award; to determine whether, to what extent, and under each what circumstances an Incentive Award may be settled, canceled, forfeited, exchanged, or surrendered; to make adjustments in the performance goals in recogintion of unusual or non-recurring events affecting the Company or the financial statements of the Company (to the extent in accordance with Section 162(m)of the Code, if applicable), or in response to changes in applicable laws, regulations, or accounting principles; to construe and interpret the Plan and any Incentive Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of Award Agreements; and to make all other section determinations deemed necessary or advisable for the administration of the Plan. The Option Committee shall have the authoritymay, in its sole absolute discretion, to determine the type or types of Awards to be granted pursuant without amendment to the Plan. Such Awards may be , (i) accelerate the date on which any Tandem SAR or Stand-Alone SAR or Incentive Award relating to Phantom Stock granted either aloneunder the Plan becomes exercisable, in addition towaive or amend the operation of Plan provisions respecting exercise after termination of employment or otherwise adjust any of the terms of such Tandem SAR relating to Non-Qualified Stock Options or Stand-Alone SAR or Incentive Award relating to Phantom Stock, and (ii) accelerate the Exercise Date or Issue Date, or in tandem withwaive any condition imposed hereunder, with respect to any other type share of AwardRestricted Stock or Phantom Stock or otherwise adjust any of the terms applicable to such share. In accordance with and subject No member of the Committee shall be liable for any action, omission or determination relating to the provisions Plan, and the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan, if, in either case, such action, omission or determination was taken or made by such member, director or employee in good faith and Rule 16b-3in a manner such member, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock director or Restricted Stock Units employee reasonably believed to be subject in or not opposed to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical). The Option Committee from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes shall be available to every member of the Board. All actions taken and all interpretations and determinations made by the Option Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Option Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretation.

Administration of the Plan. The Plan shall be administered by a committee (the Option "Committee") appointed by the Board of Directors (the "Board") of the Company. If no persons are designated by the Board to serve on the Committee, the Plan shall be administered by the Board and all references herein to the Committee shall refer to the Board. The Option Board shall have the discretion to add, remove or replace members of the Committee, and shall have the sole authority to fill vacancies on the Committee; provided that one member of the Committee shall be a member of the Board appointed pursuant to Section 4(iii) of the Shareholder Agreement (the "Shareholder Agreement") by and among the Company, the holders of Class D Common Stock of the Company, and the Designated Shareholders, as such term is defined in the Shareholder Agreement. All actions of the Committee shall be authorized by a majority vote thereof at a duly called meeting. The Committee shall have the authority sole authority, in its absolute discretion, to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan, to construe and interpret the Plan, the rules and regulations, and the agreements and other instruments evidencing Options and Stock Appreciation Rights granted and Restricted Stock sold or granted under the Plan, and to it under this section and under each make all other section determinations deemed necessary or advisable for the administration of the Plan. The Option All decisions, determinations, and interpretations of the Committee shall have be final and conclusive upon the authorityParticipants, in its sole discretionas hereinafter defined. Notwithstanding the foregoing, to determine the type or types of Awards to any dispute arising under any Agreement (as defined below) shall be granted resolved pursuant to the Plandispute resolution mechanism set forth in such Agreement. Such Awards may be granted either alone, in addition to, or in tandem with, any other type of Award. In accordance with and subject Subject to the express provisions of the Plan and Rule 16b-3Plan, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Restricted Stock or Restricted Stock Units to be subject to each Award, (ii) the time at which each Award is to be granted, (iii) the extent to which the transferability of shares of Common Stock issued or transferred pursuant to any Award is restricted, (iv) the Fair Market Value of the Common Stock, (v) whether to accelerate the time of exercisability of any Award that has been granted, (vi) the period or periods and extent of exercisability of the Options, and (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine the formnumber of Shares subject to grants or sales and the terms thereof, terms including the provisions relating to the exercisability of Options and provisions Stock Appreciation Rights, lapse and non-lapse restrictions upon the Shares obtained or obtainable under the Plan and the termination and/or forfeiture of each Agreement to evidence each Award (which need not be identical)Options and Stock Appreciation Rights and Restricted Stock under the Plan. The Option Committee from time to time may adopt such rules terms upon which Options and regulations for carrying out the purposes of the Plan as it may deem proper Stock Appreciation Rights are granted and in the best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes Restricted Stock is sold or granted shall be available to every member of the Board. All actions taken and all interpretations and determinations made evidenced by the Option Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participantsa written agreement, executed by the Company and all other interested persons. No member the Participant (each, an "Agreement"), containing such terms and conditions as may be approved by the Committee; provided that such terms and conditions are not inconsistent with the express conditions of the Option Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretation.