Common use of Administration of This Plan Clause in Contracts

Administration of This Plan. (a) This Plan shall be administered by a committee of the Board (the "Committee") which shall consist of not less than two members of the Board who are "Non-Employee Directors" as defined in Rule 16 b-3(b)(3) of the Rules and Regulations under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). In the absence of a duly appointed Committee, the Plan shall be administered by the Board. The Committee shall have full power and authority to construe, interpret and administer this Plan. All actions, decisions, determinations, or interpretations of the Committee shall be final, conclusive, and binding upon all parties. Members of the Committee shall serve at the pleasure of the Board. (b) The Committee shall decide (i) to whom Awards shall be made under this Plan, (ii) the number of shares of Common Stock subject to each award, (iii) the number of additional shares, if any, to be purchased or allocated for the purposes of this Plan, (iv) the determination of leaves of absence which may be granted to Participants without constituting a termination of their employment for purposes of the Plan and (v) such additional terms and conditions for Awards as the Committee shall deem appropriate, including, without limitation, any determinations as to the restrictions or conditions on transfer of shares of Common Stock that are necessary or appropriate to satisfy all applicable securities laws, rules, regulations, and listing requirements. (c) The Committee may designate any officers or employees of the Bank or of any Subsidiary to assist in the administration of this Plan. The Committee may authorize such individuals to execute documents on its behalf and may delegate to them such other ministerial and limited discretionary duties as the Committee may see fit. (d) Any shares of Common Stock held under this Plan, including without limitation unallocated, undistributed and forfeited shares, shall be held by the Trust. (e) The Trustees shall be appointed by the Board.

Administration of This Plan. (a) This Plan shall be administered by a committee of the Board (the "Committee") which shall consist of not less than two members of the Board who are "Non-Employee Directors" as defined in Rule 16 b-3(b)(3) of the Rules and Regulations under the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"). In the absence of a duly appointed Committee, the Plan shall be administered by the Board. The Committee shall have full power and authority to construe, interpret and administer this Plan. All actions, decisions, determinations, or interpretations of the Committee shall be final, conclusive, and binding upon all parties. Members of the Committee shall serve at the pleasure of the Board. (b) The Committee shall decide (i) to whom Awards shall be made under this Plan, (ii) the number of shares of Common Stock subject to each award, (iii) the number of additional shares, if any, to be purchased or allocated for the purposes of this Plan, (iv) the determination of leaves of absence which may be granted to Participants without constituting a termination of their employment for purposes of the Plan and (v) such additional terms and conditions for Awards as the Committee shall deem appropriate, including, without limitation, any determinations as to the restrictions or conditions on transfer of shares of Common Stock that are necessary or appropriate to satisfy all applicable securities laws, rules, regulations, and listing requirements. (c) The Committee may designate any officers or employees of the Bank or of any Subsidiary to assist in the administration of this Plan. The Committee may authorize such individuals to execute documents on its behalf and may delegate to them such other ministerial and limited discretionary duties as the Committee may see fit. (d) Any shares of Common Stock held under this Plan, including without limitation unallocated, undistributed and forfeited shares, shall be held by the Trust. (e) The Trustees shall be appointed by the Board.

Administration of This Plan. (a) This Plan shall be administered by a committee of the Board (the "Committee") which shall consist of not less than two three non-employee members of the Board who are "Non-Employee Directorsdisinterested persons" as defined described in Rule 16 b-3(b)(316b-3(c)(2)(i) of the Rules and Regulations under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). In the absence of a duly appointed Committee, the Plan shall be administered by those members of the Board. Board who are "disinterested persons," and by the Board if there are less than three "disinterested persons." The Committee shall have full power and authority to construe, interpret and administer this Plan. All actions, decisions, determinations, or interpretations of the Committee shall be final, conclusive, and binding upon all parties. Members of the Committee shall serve at the pleasure of the Board. (b) The Committee shall decide (i) to whom Awards shall be made under this Plan, except as provided in subparagraph 3(b) and paragraph 5 hereof, (ii) the number of shares of Common Stock subject to each awardaward except as provided in subparagraph 3(b) and paragraph 5 hereof, (iii) the number of additional shares, if any, to be purchased or allocated for the purposes of this Plan, (iv) the determination of leaves of absence which may be granted to Participants without constituting a termination of their employment for purposes of the Plan and (v) such additional terms and conditions for Awards as the Committee shall deem appropriate, including, without limitation, any determinations as to the restrictions or conditions on transfer of shares of Common Stock that are necessary or appropriate to satisfy all applicable securities laws, rules, regulations, and listing requirements. (c) The Committee may designate any officers or employees of the Bank or of any Subsidiary to assist in the administration of this Plan. The Committee may authorize such individuals to execute documents on its behalf and may delegate to them such other ministerial and limited discretionary duties as the Committee may see fit. (d) Any unallocated, undistributed or forfeited shares of Common Stock held under this Plan, including without limitation unallocated, undistributed and forfeited shares, Plan shall be held by ________________________, _____________________ and ____________________ (the Trust. (e"Trustees") The Trustees shall and any successor or successors who from time to time may be appointed by the Board.

Administration of This Plan. (a) This Plan shall be administered by a committee of the The Board (the "Committee") which shall consist of not less than two members of the Board who are "Non-Employee Directors" as defined in Rule 16 b-3(b)(3) of the Rules and Regulations under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). In the absence of a duly appointed Committee, the Plan shall be administered by the Board. The Committee shall have full power the authority in its sole discretion, subject to and authority not inconsistent with the express provisions of this Plan, to construe, interpret and administer this Plan and to exercise all the powers and authorities either specifically granted to it under this Plan or necessary or advisable in the administration of this Plan. All actions, decisionsincluding, determinationswithout limitation, or interpretations of the Committee shall be final, conclusive, and binding upon all parties. Members of the Committee shall serve at the pleasure of the Board. (b) The Committee shall decide (i) the authority to grant Awards; (ii) to determine the persons to whom and the time or times at which Awards shall be made under this Plangranted; (iii) to determine the type and number of Awards to be granted, (ii) the number of shares of Common Stock subject to each awardwhich an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Award, including exercisability and vesting provisions; (iiiiv) the number of additional shares, if anyto determine whether, to what extent, and under what circumstances an Award may be purchased settled, canceled, forfeited, exchanged, or allocated surrendered; (v) to construe and interpret this Plan and any Award; (vi) to prescribe, amend and rescind rules and regulations relating to this Plan; (vii) to determine the terms and provisions of Award Agreements; (viii) to correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award, or any Award Agreement; and (ix) to make all other determinations deemed necessary or advisable for the purposes administration of this Plan. All decisions, (iv) the determination of leaves of absence which may be granted to Participants without constituting a termination of their employment for purposes determinations and interpretations of the Plan Board shall be final and (v) such additional terms and conditions for Awards as the Committee shall deem appropriate, including, without limitation, any determinations as to the restrictions or conditions binding on transfer of shares of Common Stock that are necessary or appropriate to satisfy all applicable securities laws, rules, regulations, and listing requirementsParticipants. (cb) The Committee may designate any officers or employees A majority of the Bank Board shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present and acts approved in writing by a majority of the Board in lieu of a meeting shall be deemed the acts of the Board. Each member of the Board is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of this Plan. . (c) The Committee may authorize Board may, in its absolute discretion, without amendment to this Plan, accelerate the date on which any Award becomes exercisable, waive or amend the operation of Plan provisions respecting exercise after termination of employment of any Award or otherwise adjust any of the terms of any Award provided such individuals adjustment does not adversely affect the rights of Participants with respect to execute documents on its behalf and may delegate to them such other ministerial and limited discretionary duties as the Committee may see fitAwards then outstanding. (d) Any shares No member of Common Stock held under the Board shall be liable for any action, omission or determination relating to this Plan, and the Company shall indemnify and hold harmless each member of the Board and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of this Plan has been delegated against any cost or expense (including without limitation unallocatedcounsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any action, undistributed omission or determination relating to this Plan, if, in either case, such action, omission or determination was taken or made by such member, director or employee in good faith and forfeited sharesin a manner such member, shall director or employee reasonably believed to be held by in or not opposed to the Trustbest interests of the Company. (e) The Trustees Board shall determine the Fair Market Value of the Common Stock at such times as are necessary in connection with the administration of this Plan. All determinations of Fair Market Value by the Board shall be appointed by binding on the BoardParticipants. (f) The Board may not grant any Awards under this Plan on or after the tenth anniversary of the Effective Date