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(cc)   “Stock Award Agreement” means a written agreement between the Company and a holder of a Stock Award
            evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the
            terms and conditions of the Plan.
                   (dd)   “Ten Percent Stockholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of
            the Code) stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or
            of any Affiliate.


            3.     ADMINISTRATION.
                   (a)    Administration by Board.  The Board shall administer the Plan unless and to the extent the Board delegates
            administration to a Committee as provided in subsection 3(c).

                   (b)    Powers of Board.  The Board shall have the power, subject to, and within the limitations of, the express
            provisions of the Plan:
                          (i)    To determine from time to time who, among the persons eligible under the Plan, shall be granted
            Stock Awards; when and how each Stock Award shall be granted; what type or combination of types of Stock Award shall be
            granted; the number of shares of Common Stock with respect to which a Stock Award shall be granted; and the other terms
            and provisions of each Stock Award granted (which need not be identical).

                          (ii)   [Omitted]

                          (iii)   To construe and interpret the Plan and all Stock Awards, and to establish, amend and revoke rules
            and regulations for the Plan’s administration.  The Board, in the exercise of this power, may correct any defect, omission
            or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or
            expedient to make the Plan fully effective.
                          (iv)   To amend the Plan or a Stock Award as provided in Section 12.

                          (v)    To terminate or suspend the Plan as provided in Section 13.

                          (vi)   Generally, to exercise such powers and to perform such acts as the Board deems necessary or
            expedient to promote the best interests of the Company.

                   (c)    Delegation to Committee.

                          (i)    General.  The Board may delegate administration of the Plan to a Committee of one or more
            Directors, and the term “Committee” shall apply to any Director or Directors to whom such authority has been delegated. If
            administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, all
            of the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative
            powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee
            or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted
            from time to time by the Board. The Board may abolish the Committee at any time and restore to the Board the administra-
            tion of the Plan.

                          (ii)   Committee Composition.  In the discretion of the Board, the Committee may consist solely of
            two or more Outside Directors or two or more Non-Employee Directors.  Within the scope of such authority, the Board or
            the Committee may (1) delegate to a committee of one or more Directors who are not Outside Directors the authority to
            grant Stock 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 Stock Award or (b) not persons with respect to whom the
            Company wishes to comply with Section 162(m) of the Code or (2) delegate to a committee of one or more Directors who are
            not Non-Employee Directors the authority to grant Stock Awards to eligible persons who are not then subject to Section 16 of
            the Exchange Act.

                   (d)    Effect of Board’s Decision.  All determinations, interpretations and constructions made by the Board in
            good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.


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