Company Uses in Administration and Interpretation Clause

Administration and Interpretation from Executive Bonus Plan

Administration and Interpretation. The Committee shall have authority to prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of the Company, to interpret the Plan and to make all other determinations necessary or advisable for the administration and interpretation of the Plan and to carry out its provisions and purposes. Any determination, interpretation or other action made or taken (including any failure to make any determination or interpretation, or take any other action) by the Committee pursuant to the provisions of the Plan, shall, to the greatest extent permitted by law, be within its sole and absolute discretion and shall be final, binding and conclusive for all purposes and upon all persons and shall be given deference in any proceeding with respect thereto. The Committee may appoint accountants, actuaries, counsel, advisors and other persons that it deems necessary or desirable in connection with the administration of the Plan. The Committees determinations under the Plan need not be uniform and may be made by the Committee selectively among persons who receive, or are eligible to receive, Incentive Awards under the Plan, whether or not such persons are similarly situated. To the maximum extent permitted by law, no member of the Committee shall be liable for any action taken or decision made in good faith relating to the Plan or any Incentive Award hereunder. To the maximum extent provided by law and by the Companys Certificate of Incorporation and/or By-Laws, each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be made a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under the Companys Certificate of Incorporation or By-laws, by contract, as a matter of law, or otherwise.

Administration and Interpretation from Executive Bonus Plan

Administration and Interpretation. The Committee shall have authority to prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of the Company, to interpret the Plan and to make all other determinations necessary or advisable for the administration and interpretation of the Plan and to carry out its provisions and purposes. Any determination, interpretation or other action made or taken (including any failure to make any determination or interpretation, or take any other action) by the Committee pursuant to the provisions of the Plan, shall, to the greatest extent permitted by law, be within its sole and absolute discretion and shall be final, binding and conclusive for all purposes and upon all persons and shall be given deference in any proceeding with respect thereto. The Committee may appoint accountants, actuaries, counsel, advisors and other persons that it deems necessary or desirable in connection with the administration of the Plan. The Committee's determinations under the Plan need not be uniform and may be made by the Committee selectively among persons who receive, or are eligible to receive, Incentive Awards under the Plan, whether or not such persons are similarly situated. To the maximum extent permitted by law, no member of the Committee shall be liable for any action taken or decision made in good faith relating to the Plan or any Incentive Award hereunder.To the maximum extent provided by law and by the Company's Certificate of Incorporation and/or By-Laws, each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be made a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company's Certificate of Incorporation or By-laws, by contract, as a matter of law, or otherwise.

Administration and Interpretation from Equity Incentive Plan

Subject to the terms and conditions of this Notice of Stock Appreciation Right Award (this "Notice"), the Stock Appreciation Right Award Agreement attached hereto (the "Award Agreement"), and the Powell Industries, Inc. 2014 Equity Incentive Plan (the "Plan"), the below individual (the "Participant") is hereby granted the below number of Stock Appreciation Rights (the "SARs") in Powell Industries, Inc. (the "Company"). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan.

Administration and Interpretation. Any question or dispute regarding the interpretation of the Notice or this Award Agreement or the receipt of SARs hereunder shall be submitted by Participant to the Company's board of directors. The resolution of such a dispute by the Company's board of directors shall be final and binding on all parties.

Administration and Interpretation from Deferred Compensation Plan

Administration and Interpretation. The Company, acting through its chief executive officer or his or her delegates, shall have final discretion, responsibility, and authority to administer and interpret the Plan. This includes the discretion and authority to determine all questions of fact, eligibility, or benefits relating to the Plan. The Company may also adopt any rules it deems necessary to administer the Plan. The Company's responsibilities for administration and interpretation of the Plan shall be exercised by Company employees who have been assigned those responsibilities by the Company's management. Any Company employee exercising responsibilities relating to the Plan in accordance with this section shall be deemed to have been delegated the discretionary authority vested in the Company with respect to those responsibilities, unless limited in writing by the Company. Any Participant may appeal any action or decision of these employees to the Company's chief executive officer. Any interpretation or decision by the Company's chief executive officer shall be final and binding on the Participants. Claims for benefits under the Plan and appeals of claim denials shall be in accordance with Sections 10 and 11. -5-

Administration and Interpretation from Deferred Compensation Plan

Administration and Interpretation. The Company, acting through its chief executive officer or his or her delegates, shall have final discretion, responsibility, and authority to administer and interpret the Plan. This includes the discretion and authority to determine all questions of fact, eligibility, or benefits relating to the Plan. The Company may also adopt any rules it deems necessary to administer the Plan. The Companys responsibilities for administration and interpretation of the Plan shall be exercised by Company employees who have been assigned those responsibilities by the Companys management. Any Company employee exercising responsibilities relating to the Plan in accordance with this section shall be deemed to have been delegated the discretionary authority vested in the Company with respect to those responsibilities, unless limited in writing by the Company. Any Participant may appeal any action or decision of these employees to the Companys chief executive officer. Any interpretation or decision by the Companys chief executive officer shall be final and binding on the Participants. Claims for benefits under the Plan and appeals of claim denials shall be in accordance with Sections 10 and 11.

Administration and Interpretation from Deferred Compensation Agreement

AGREEMENT relating to deferred compensation by and between Paratek Pharmaceuticals, Inc. (the Company) and Stuart B. Levy, M.D. (Dr. Levy).

Administration and Interpretation. The Company shall have discretionary authority over the interpretation, administration and operation of this Agreement and the Company shall bear the reasonable expenses of the Company related to the administration and operation of this Agreement.

Administration and Interpretation from Long Term Incentive Plan

Wolverine Bank (the Company) and David H. Dunn (the Participant) hereby enter into this Long Term Incentive Plan (the Plan) agreement for the purpose of retaining the services of the Participant and rewarding him for his contribution to the long term growth and profitability of the Company. The Plan shall be subject to the following terms and conditions.

Administration and Interpretation. The Board of Directors of the Company shall administer and interpret the terms of the Plan. An Annual Accounting of this Plan will occur within 90 days of the close of the Companys annual financial reporting.

Administration and Interpretation from Long Term Incentive Plan

Wolverine Bank (the Company) and Rick A. Rosinski (the Participant) hereby enter into this Long Term Incentive Plan (the Plan) agreement for the purpose of retaining the services of the Participant and rewarding him for his contribution to the long term growth and profitability of the Company. The Plan shall be subject to the following terms and conditions.

Administration and Interpretation. The Company (organization) values">Board of Directors of the Company shall administer and interpret the terms of the Plan. An Annual Accounting of this Plan will occur within 90 days of the close of the Companys annual financial reporting.

Administration and Interpretation from Deferred Compensation Plan

Administration and Interpretation. The Company, acting through its chief executive officer or his or her delegates, shall have final discretion, responsibility, and authority to administer and interpret the Plan. This includes the discretion and authority to determine all questions of fact, eligibility, or benefits relating to the Plan. The Company may also adopt any rules it deems necessary to administer the Plan. The Companys responsibilities for administration and interpretation of the Plan shall be exercised by Company employees who have been assigned those responsibilities by the Companys management. Any Company employee exercising responsibilities relating to the Plan in accordance with this section shall be deemed to have been delegated the discretionary authority vested in the Company with respect to those responsibilities, unless limited in writing by the Company. Any Participant may appeal any action or decision of these employees to the Companys chief executive officer. Any interpretation or decision by the Companys chief executive officer shall be final and binding on the Participants. Claims for benefits under the Plan and appeals of claim denials shall be in accordance with Sections 10 and 11.

Administration and Interpretation from Deferred Compensation Plan

Administration and Interpretation. The Company, acting through its chief executive officer or his or her delegates, shall have final discretion, responsibility, and authority to administer and interpret the Plan. This includes the discretion and authority to determine all questions of fact, eligibility, or benefits relating to the Plan. The Company may also adopt any rules it deems necessary to administer the Plan. The Companys responsibilities for administration and interpretation of the Plan shall be exercised by Company employees who have been assigned those responsibilities by the Companys management. Any Company employee exercising responsibilities relating to the Plan in accordance with this section shall be deemed to have been delegated the discretionary authority vested in the Company with respect to those responsibilities, unless limited in writing by the Company. Any Participant may appeal any action or decision of these employees to the Companys chief executive officer. Any interpretation or decision by the Companys chief executive officer shall be final and binding on the Participants. Claims for benefits under the Plan and appeals of claim denials shall be in accordance with Sections 10 and 11.