Common use of Administration of the Plan Clause in Contracts

Administration of the Plan. (a) The Plan shall be administered by the Committee, as appointed by the board and serving at the Board's pleasure. If no Committee has been appointed by the Board, the Board shall administer the plan until such a Committee is appointed. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration"), the Committee shall have at least three (3) members and each member of the Committee shall be both a member of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. (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 thereor 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 shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad faxxx. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.

Administration of the Plan. (a) The Plan shall be administered by a committee of two or three members (provided it is not less than the 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, as "). The Committee's members shall be appointed by the board Board of Directors of the Company and serving all members of the Committee shall serve at the Board's pleasure. If no Committee has been appointed by pleasure of the Board, the Board . The Committee shall administer the plan until hold meetings at such a Committee is appointedtimes and places as it may determine. If the Company Committee has registered 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 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 its securities 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 "Incentive Stock Options" within the meaning of such Section. Such interpretation shall also be in compliance with Rule 16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act Registration"), and regulations thereunder. The interpretation and construction by the Committee shall have at least three (3) members and each member of the Committee shall be both a member any provisions of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or of any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. (b) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan 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 thereor and actions taken thereunder shall be, except as unless 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 shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Board or the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award option granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad faxxx. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.

Administration of the Plan. (a) The Plan shall be administered by the Committee, as appointed by the board and serving at the Board's pleasure. If no Committee has been appointed by the Board, the Board shall administer the plan until such a Committee is appointed. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration"), the Committee shall have at least three (3) members and each Each member of the Committee shall be both a member of the Board and, if possible, and both a "disinterested personnon-employee director" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a regulation and an "disinterested personoutside director" is one who shall not be, and shall not have been, eligible to receive an Award under for purposes of Section 162(m) of the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolutionInternal 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 thereor 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 shall keep minutes may, in its sole discretion, delegate such of its actions under powers as it deems appropriate to the Plan. The act chief executive officer or other members of a majority of the members present at a meeting duly called and held senior management, except that Awards to executive officers shall be the act of the Committee. Any decision or determination reduced to writing and signed made solely by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and heldor the Board of Directors. (f) The If a Change of Control has not occurred and if the Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by determines that a Key Employee has taken action inimical to the best interests of any Participating Company, consultants and agents as the Committee may deem appropriate for the administration may, in its sole discretion, terminate in whole or in part such portion of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability Option (including any sum paid in settlement related Right) as has not yet become exercisable at the time of a claim with termination, terminate any Performance Share Award for which the approval Performance Period has not been completed or terminate any Award of Restricted Stock for which the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad faxxx. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the CompanyRestriction Period has not lapsed.

Administration of the Plan. (a) 3.1 The Plan shall be administered by the Committee, as appointed by the board and serving at the Board's pleasure. If no Committee has been appointed by the Boardcomprised from time to time of not fewer than two members, the Board each of whom shall administer the plan until such a Committee is appointed. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration"), the be Non-Employee Directors. 3.2 The Committee shall have plenary authority, subject to provisions of the Plan (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 least three (3) such times and places as it may determine. A majority of its members shall constitute a quorum, and each member all determinations of the Committee shall be both a member of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained made by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. (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 thereor 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 shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committeeits members. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad faxxx. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.as

Administration of the Plan. (a) 16.1 The Plan general administration of the Plan, as well as construction and interpretation thereof, shall be administered by vested in the Committee. The number of members of the Committee shall be established by, as and the members shall be appointed by the board from time to time by, and serving shall serve at the Board's pleasure. If no Committee has been appointed by the Boardpleasure of, the Board of Directors of the Company. 16.2 Subject to the Plan, the Committee shall administer from time to time establish rules, forms and procedures for the plan until such a Committee is appointedadministration of the Plan. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration")Except as otherwise expressly provided, the Committee shall have at least three (3) members the exclusive right to interpret the Plan and each 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 andCommittee, if possiblenor for any act or omission on his own part, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committeeexcepting his own willful misconduct. The Board may exclude any director from such eligibility by resolution. (b) All decisions, determinations or actions Company shall indemnify and 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 in its sole discretion, to change the manner and authority time of payments to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor 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 Employeesto a Participant or Beneficiary from that set forth herein, whether if requested to do so by such Participant or not such Key Employees are similarly situatedBeneficiary. (e) The Committee shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad faxxx. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.

Administration of the Plan. (a) The Plan shall be administered by the Committee, as appointed by the board and serving at the Board's pleasure. If no Committee has been appointed by the Board, the Board shall administer the plan until such Plan and shall keep a written record of its actions and proceedings regarding the Plan and all dates, records and documents relating to its administration of the Plan. The Committee is appointedauthorized to interpret the Plan, to make, amend and rescind such rules as it deems necessary for the proper administration of the Plan, to make all other determinations necessary or advisable for the administration of the Plan and to correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent that the Committee deems desirable to carry the Plan into effect. If the Company has registered any The powers and duties of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration"), the Committee shall have at least three include, without limitation, the following: (3i) members Determining the amount of benefits payable to Participants and each authorizing and directing the Company with respect to the payment of benefits under the Plan; (ii) Construing and interpreting the Plan in its sole discretion whenever necessary to carry out its intention and purpose and making and publishing such rules for the regulation of the Plan as are not inconsistent with the terms of the Plan; (iii) Compiling and maintaining all records it determines to be necessary, appropriate or convenient in connection with the administration of the Plan; and (iv) Administering the Plan as necessary to take account of tax, securities law and other regulatory requirements of foreign jurisdictions. (b) Any action taken or determination made by the Committee shall, except as otherwise provided in Section 8 below, be conclusive on all parties. No member of the Committee shall be both vote on any matter relating specifically to such member. In the event that a member majority of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. (b) All decisions, determinations or actions members of the Committee made or would be specifically affected by any action proposed to be taken pursuant (as opposed to grants of authority under being affected in the Plan same manner as each other Participant in the Plan), such action shall be made or taken in by the sole discretion Board of the Committee and shall be final, conclusive and binding on all persons for all purposesDirectors. (c) The Committee shall have full powermay designate one or more of its members or the Chief Executive Officer or the Chief Financial Officer to carry out its responsibilities under such conditions or limitations as it may set, discretion and except that the Committee may not delegate its authority with regard to interpret, construe and administer participation in the Plan and any part thereofby eligible Directors or by eligible Employees who are officers for purposes of Section 16(b) of the Securities Exchange Act of 1934, and its interpretations and constructions thereor and actions taken thereunder shall be, except as otherwise determined by the Board, final, conclusive and binding on all persons for all purposesamended. (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 shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee Board of Directors or the Committee, the Chief Executive Officer, the Chief Financial Officer, or any other officer or employee of the Board Company or any of its Subsidiaries to whom any duties or responsibilities are delegated hereunder shall be liable for any action or determination made in connection with the operation, administration or interpretation of the Plan, and the Company shall indemnify, defend and hold harmless each such person from any liability arising from or in connection with the Plan, except where such liability results directly from such person’s fraud, willful misconduct or failure to act in good faith faith. In the performance of its responsibilities with respect to the Plan or Plan, the Committee shall be entitled to rely upon information and advice furnished by the Company’s officers, the Company’s accountants, the Company’s counsel and any Award granted under it. Each member or former other person the Committee deems necessary, and no member of the Commitiee Committee shall be liable for any action taken or not taken in reliance upon any such advice. (e) Anything in the Plan to the contrary notwithstanding, any authority or responsibility that, under the terms of the Plan, may be exercised by the Committee may alternatively be exercised by the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad faxxx. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the CompanyDirectors.

Administration of the Plan. (a) The Plan shall will be administered by the Committee, as appointed by the board and serving at the Board's pleasure. If no Committee has been appointed by the Board, subject to Paragraph 3(b). The Board will have authority, not inconsistent with the express provisions of the Plan, to take all action necessary or appropriate thereunder, to interpret its provisions, and to decide all questions and resolve all disputes which may arise in connection therewith. Such determinations of the Board shall administer be conclusive and shall bind all parties. (b) The Board may, in its discretion, delegate its powers with respect to the Plan to an employee benefit plan until such a committee or any other committee (the "Committee"), in which event all references to "the Board" hereunder, including without limitation the references in Section 9, but excluding the references in Section 2, shall be deemed to refer to the Committee. The Committee is appointed. If shall consist of not fewer than two (2) members of the Board; provided, however, that if, at any time the awards under the Plan are granted, the Company has registered any is subject to the reporting requirements of its securities under the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act RegistrationAct"), each of the members of the Committee shall have must be a "non-employee director" as that term is defined in Rule 16b-3 as promulgated and amended from time to time by the Securities and Exchange Commission under the Exchange Act, or any successor thereto ("Rule 16b-3"). In addition, at least three (3any time the Company is subject to Section 162(m) members and of the Code, each member of the Committee shall be both a member of the Board and, if possible, a an "disinterested personoutside director" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulationsuch Section. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. (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 thereor 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 shall keep minutes of its actions under the Plan. The act of a A majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at constitute a meeting duly called quorum, and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member all determinations of the Committee (including determinations of eligibility, the number of Options granted to a Participant and the exercise price of Options) shall be made by the majority of its members present at a meeting. Any determination of the Board shall be liable for any action or determination made in good faith with respect to Committee under the Plan may be made without notice or any Award granted under it. Each member or former member meeting of the Commitiee or the Board shall be indemnified and held harmless Committee by the Company against a writing signed by all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad faxxx. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the CompanyCommittee members.

Administration of the Plan. (a) 17.1 The Plan general administration of the Plan, as well as construction and interpretation thereof, shall be administered by vested in the Committee. The number of members of the Committee shall be established by, as and the members shall be appointed by the board from time to time by, and serving shall serve at the Board's pleasure. If no Committee has been appointed by the Boardpleasure of, the Board of Directors of the Company. 17.2 Subject to the Plan, the Committee shall administer from time to time establish rules, forms and procedures for the plan until such a Committee is appointedadministration of the Plan. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration")Except as otherwise expressly provided, the Committee shall have at least three (3) members the exclusive right to interpret the Plan and each 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. 17.3 The Committee may employ such consultants, advisors and managers as it deems necessary or useful in carrying out its duties. 17.4 No member of the Committee shall be both a liable for any act or omission of any other member of the Board andCommittee, if possiblenor for any act or omission on his own part, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committeeexcepting his own willful misconduct. The Board may exclude any director from such eligibility by resolution. (b) All decisions, determinations or actions Company shall indemnify and 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. 17.5 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) 17.6 The Committee shall have full the power, discretion in its sole discretion, to change the manner and authority time of payments to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor 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 Employeesto a Participant or Beneficiary from that set forth herein, whether if requested to do so by such Participant or not such Key Employees are similarly situatedBeneficiary. (e) The Committee shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad faxxx. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.

Administration of the Plan. (a) 2.1. The Plan shall be administered by the Committee, as appointed by Board of Directors of the board and serving at the Board's pleasure. If no Committee has been appointed by the Board, the Board shall administer the plan until such a Committee is appointed. If the Company has registered any of its securities under the Securities Exchange Act of 1934 General Partner (the "Exchange Act RegistrationBoard") 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 vote on any matter directly affecting the amounts payable under the Plan to such member. 2.3. Subject to the terms of the Plan and applicable law, the Committee shall have at least three sole power, authority and discretion to: (3i) members and each member designate Participants; (ii) determine the types of the Committee shall Awards to be both granted to a member of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 Participant under the Exchange Act Plan; (iii) determine the number of Common Units to be covered by or successor rule with respect to which payments, rights, or regulation. By definition other matters are to be calculated in Rule 16b-3connection with Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, a "disinterested person" is one who shall not beto what extent, under what circumstances and shall not have beenhow Awards may be settled or exercised in cash, eligible to receive an Award under the Plan Common Units, other securities, other Awards, or any other plan maintained by any Participating Company to acquire stockproperty, stock optionsor may be canceled, stock appreciation rights forfeited, or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. suspended; (bvi) 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 thereor 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 instrument or agreement relating to an Award made selectively among Key Employees, whether or not such Key Employees are similarly situated. (e) The Committee shall keep minutes of its actions under the Plan. The act of a majority ; (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 members present at Plan; (viii) make a meeting duly called determination as to the right of any person to receive payment of an Award or other benefit; and held shall be the act of the Committee. Any decision or (ix) make any other determination reduced to writing and signed by all members of take any other action that the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate deems necessary or desirable for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agentPlan. 2.4. All expenses incurred by the Committee Unless otherwise expressly provided in interpreting and administering the Plan, including without limitationall designations, meeting fees determinations, interpretations, and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith other decisions with respect to the Plan or any Award granted under it. Each member or former member shall be within the sole discretion of the Commitiee or the Board Committee, may be made at any time, and shall be indemnified final, conclusive, and held harmless by the Company against binding upon all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad faxxx. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the CompanyPersons.

Administration of the Plan. (a) The Plan shall may be administered by the entire board of directors of the Company (the “Board”) or by a committee as defined below (the “Committee, as appointed by the board and serving at the Board's pleasure. If no Committee has been appointed by the Board, the Board shall administer the plan until such a Committee is appointed”). If the Company has registered any is subject to the provisions of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration")Act, the Committee shall have at least three (3consist of two or more members of the Board, each of whom shall be both an “outside director” within the meaning of Section 162(m) of the Code 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 each member all determinations of the Committee shall be both made by the majority of its members present at a member meeting. Any determination of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award Committee under the Plan may be made without notice or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution. (b) All decisions, determinations or actions meeting of the Committee made or taken pursuant to grants of authority under the Plan shall be made or taken in the sole discretion 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 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 thereor and actions taken thereunder shall be, except as unless otherwise determined by the Board, final, conclusive . The Committee may from time to time adopt such rules and binding on all persons regulations for all purposes. (d) The Committee's decisions and determinations under carrying out the Plan need not be uniform and as it may be made selectively among Key Employees, whether or not such Key Employees are similarly situated. (e) The Committee shall keep minutes of its actions under the Plandeem best. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all No members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Company. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award Option granted under it. Each member or former No member of the Commitiee Committee or the Board shall be indemnified 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 held harmless by discretion given to him or her under the Company against 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 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 cost or expense members of the Committee and thereafter directly administer the Plan. (including counsel feesc) or liability (including any sum paid in settlement In addition to such other rights of indemnification as he may have as a claim with the approval 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 her in connection with or arising out of any act action, suit or omission proceeding, including any appeal thereof, with respect to act in connection with the administration of 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 provisions set forth herein shall be available to any such member of the Board or the Committee unless arising out within 10 days after institution of suen member's any such action, suit or proceeding he shall have offered the Company in writing the opportunity to handle and defend such action, suit or proceeding at its own fraud expense. The foregoing right of indemnification shall inure to the benefit of the heirs, executors or bad faxxx. Such indemnification administrators of each such member of the Board or the Committee and shall be in addition to any all other rights of indemnification the members or former members may have as directors or under the bylaws to which such member of the CompanyBoard or the Committee would be entitled to as a matter of law, contract or otherwise. Provided, however, the exception in Section 2(c) (iii) shall not apply to an action for indemnification under circumstances where the Company has failed to provide indemnification to the Board or Committee member which indemnification is required by this Plan.

Administration of the Plan. (a) The Plan shall be administered by the CommitteeBoard. The Board shall have the authority granted to it under this section and under each other section of the Plan. In accordance with and subject to the provisions of the Plan, the Board is hereby authorized to provide for the granting, vesting, exercise and method of exercise of any Options all on such terms (which may vary between Options and Optionees granted from time to time) as appointed by the board Board shall determine. In addition, and serving at without limiting the Board's pleasure. If no Committee has been appointed by generality of the Boardforegoing, the Board shall administer select the plan until such a Committee Optionees and shall determine: (i) the number of shares of Common Stock to be subject to each Option; (ii) the time at which each Option is appointedto be granted; (iii) the purchase price for the Option Shares; (iv) the Option period; and (v) the manner in which the Option becomes exercisable or terminated. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration")In addition, the Committee Board shall have at least three (3) members and fix such other terms of each member of the Committee shall be both a member of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act Option as it may deem necessary or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committeedesirable. The Board may exclude any director determine the form of Option Agreement to evidence each Option. The Board from time to time may adopt such eligibility by resolution. (b) All decisions, determinations or actions rules and regulations for carrying out the purposes of the Committee Plan as it may deem proper and in the best interests of the Company subject to the rules and policies of any exchange or over-the-counter market which is applicable to the Company. EXHIBIT 10.0 The Board may from time to time make such changes in and additions to the Plan as it may deem proper, subject to the compliance of the regulatory body which is applicable to the Company, and in the best interests of the Company; provided, however, that no such change or addition shall impair any Option previously granted under the Plan. If the shares are not listed on any exchange, then such compliance is not necessary. Each determination, interpretation or other action made or taken pursuant to grants of authority under by the Plan shall be made or taken in the sole discretion of the Committee and Board 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 thereor 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 shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held. (f) The Committee may employ such legal counselpersons, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants the stockholders, directors, officers and agents as the Committee may deem appropriate for the administration employees of the Plan Company and may rely upon any opinion received from any such E-110 counsel or consultant or agent. All expenses incurred by the Committee Related Companies, and the Optionees and their respective successors in interpreting and administering the Plan, including without limitation, meeting fees and expenses and professional fees, shnIl be paid by the Companyinterest. (g) No member or former member of the Committee of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. Each member or former member of the Commitiee or the Board shall be indemnified and held harmless by the Company against all cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of suen member's own fraud or bad faxxx. Such indemnification shall be in addition to any rights of indemnification the members or former members may have as directors or under the bylaws of the Company.