Non-Employee Directors Uses in Committee Clause

Committee from Stock Incentive Plan

This 2011 Stock Incentive Plan is being offered in connection with the merger of Floor and Decor Outlets of America, Inc. a Georgia corporation, with FDO Merger Sub, Inc., a Georgia corporation, to become a subsidiary of FDO Holdings, Inc., a Delaware corporation. This 2011 Stock Incentive Plan was amended and restated on October 10, 2012, such amendment and restatement to be effective as of the Effective Date. The purpose of this 2011 Stock Incentive Plan is to enhance the profitability and value of the Company for the benefit of its shareholders by enabling the Company to offer Eligible Employees, Consultants and Non-Employee Directors stock-based incentives in the Company to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Companys shareholders.

Committee. means (a) prior to a Registration Date, a committee or subcommittee of the Board appointed from time to time by the Board and (b) following a Registration Date, a committee or subcommittee of the Board appointed from time to time by the Board that, in the discretion of the Board, may consist solely of two or more non-employee directors as defined in Rule 16b-3 and, to the extent required by applicable stock exchange rules, who are independent as defined under applicable stock exchange rules; provided that if for any reason the appointed Committee does not meet the requirements of Rule 16b-3, such noncompliance shall not affect the validity of grants, interpretations or other actions of the Committee. With respect to the application of the Plan to Non-Employee Directors, the Committee shall mean the Board. Notwithstanding the foregoing, if and to the extent that no Committee exists that has the authority to administer the Plan, the functions of the Committee shall be exercised by the Board and all references herein to the Committee shall be deemed references to the Board.

Committee

Keane Group, Inc., a Delaware corporation (the Company), by resolution of its Board of Directors, adopted the Keane Group, Inc. Equity and Incentive Award Plan (the Plan) on [*], 201[*]. The Plan became effective upon its approval by the Companys stockholders on [*], 201[*] (the Effective Date).

Committee. shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board, appointed as provided in Section 10.1, consisting solely of two or more Directors. Solely to the extent required by applicable law or applicable stock exchange rule, each Director serving on the Committee shall be a Non-Employee Director who is intended to qualify as a non-employee director as defined by Rule 16b-3 and as an independent director as defined under the applicable stock exchange rule. For purposes of any action taken by the Committee with respect to Awards intended to qualify as Performance-Based Compensation following the Section 162(m) Reliance Period, the Committee shall consist solely of Non-Employee Directors who qualify as outside directors for purposes of Section 162(m) of the Code, or by a subcommittee of the Committee comprised solely of Non-Employee Directors who qualify as outside directors for purposes of Section 162(m) of the Code. If for any reason the appointed Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.

Committee from Amended and Restated

Committee. means the Committee the Board may appoint to administer this Plan; provided that, each of (A) Stock Options that are intended to be exempt from Section 162(m) of the Code and (B) performance based awards of Restricted Stock may be made only by a committee or subcommittee of the Board which shall consist of two or more Non-Employee Directors, each of whom shall be, to the extent required by Section 162(m) of the Code, an outside director as defined in Section 162(m) of the Code. With respect to the application of this Plan to Non-Employee Directors, the Committee shall be (i) the Board or (ii) a committee or subcommittee (which may differ from the committee or subcommittee established for the grant of Awards to employees) comprised of two or more Non-Employee directors each of whom qualify as an independent director as defined under Section 303A.02 of the NYSE Listed Company Manual. Initially, without further action of the Board, the Compensation Committee of the Board will administer the Plan. To the extent that no Committee exists that has the authority to administer this Plan, the functions of the Committee shall be exercised by the Board; provided, however, that in all cases the Board may take actions pursuant to the Plan to the extent it deems it advisable and as may be consistent with applicable law. If for any reason the appointed Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.

Committee from Amended and Restated

Committee. " means the Compensation and Human Resources Committee of the Board or subcommittee thereof if required with respect to actions taken to comply with Section 162(m) of the Code in respect of Awards or, if no such Compensation Committee or subcommittee thereof exists, the Board; provided, however, that with respect to Awards granted to Non-Employee Directors, the term "Committee" shall refer to the Board.03091869.2

Committee from Stock Option Plan

Committee. shall mean the Compensation Committee of the Board or such other committee as the Board may so designate, and following an initial public offering by the Company, shall mean a committee of the Board composed of not less than two Non-Employee Directors, at least two of whom shall be (i) a non-employee director for purposes of Exchange Act Section 16 and Rule 16b-3 thereunder, (ii) an outside director for purposes of Section 162(m) and the regulations promulgated under the Code, and each of whom shall be, subject to any applicable transitional rules for newly public issuers, independent within the meaning of the listing standards of any national securities exchange on which the shares of Company Common Stick then trade. To the extent that compensation realized in respect of Awards is intended to be performance based under Section 162(m) of the Code and the Committee is not comprised solely of individuals who are outside directors within the meaning of Section 162(m) of the Code, the Committee may from time to time delegate some or all of its functions under the Plan to a committee or subcommittee composed of members that meet the relevant requirements.

Committee from Restricted Stock Unit Agreement

THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), made this _______________ ___, 20__, by and between AMN Healthcare Services, Inc. (the "Company"), a Delaware corporation, and _____________________ (the "Grantee").

Committee. " means the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

"Committee from Restricted Stock Unit Agreement

THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), made this _______ ___, 20__ by and between AMN Healthcare Services, Inc. (the "Company"), a Delaware corporation, and ___________________ (the "Grantee").

"Committee. " means the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

Committee from Performance Restricted Stock Unit Agreement

THIS PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), made this ______________ ___, 20__ by and between AMN Healthcare Services, Inc. (the "Company"), a Delaware corporation, and _______________ (the "Grantee").

Committee. " means the Compensation and Stock Plan Committee of the Board or a similar committee performing the functions of a compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

Committee from Performance Restricted Stock Unit Agreement

THIS RESTRICTED STOCK UNIT AGREEMENT (the Agreement), made this [DATE] by and between AMN Healthcare Services, Inc. (the Company), a Delaware corporation, and [EMPLOYEES NAME] (the Grantee).

Committee. means the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

Committee from Stock Incentive Plan

Committee. means the committee (or committees), as constituted from time to time, of the Board that is appointed by the Board to administer the Plan, or if no such committee is appointed (or no such committee shall be in existence at any relevant time), the term Committee for purposes of the Plan shall mean the Board; provided, however, that while the Common Stock is publicly traded, the Committee shall be a committee of the Board consisting solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3, as necessary and deemed desirable by the Board from time to time in each case to satisfy such requirements with respect to Awards granted under the Plan. While the Common Stock is listed for trading on any national securities exchange or quoted on the Nasdaq Stock Market, the Committees members shall also satisfy the independence criteria or be independent directors to the extent required under the rules and regulations of the exchange or the Nasdaq Stock Market, as applicable. While the Common Stock is not listed for trading on any national securities exchange or quoted on the Nasdaq Stock Market, within the scope of such authority, the Board or the Committee may (i) delegate to a committee of one or more members of the Board who are not Outside Directors the authority to grant Awards to eligible persons who are either (A) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Awards or (B) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or (ii) delegate to a committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act. The Board may assume any or all of the powers and responsibilities prescribed for the Committee, and to the extent it does so, the term Committee as used herein shall also be applicable to the Board.