Common use of Authority of Administrator Clause in Contracts

Authority of Administrator. The Committee shall have total and exclusive responsibility to control, operate, manage and administer the Plan in accordance with its terms. The Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the Plan. Without limiting the generality of the preceding sentence, but subject to the limitation that none of the enumerated powers of the Committee shall be deemed to include any action that would intentionally (A) cause a tax to be imposed on a Participant pursuant to Section 409A of the Code or (B) cause an Award that is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code to not so qualify, the Committee shall have the exclusive right to: (i) interpret the Plan and the Award Agreements executed hereunder; (ii) determine eligibility for participation in the Plan; (iii) decide all questions concerning eligibility for, and the amount of, Awards granted under the Plan; (iv) construe any ambiguous provision of the Plan or any Award Agreement; (v) prescribe the form of the Award Agreements embodying Awards granted under the Plan; (vi) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement; (vii) issue administrative guidelines as an aid to administering the Plan and make changes in such guidelines as the Committee from time to time deems proper; (viii) make regulations for carrying out the Plan and make changes in such regulations as the Committee from time to time deems proper; (ix) determine whether Awards should be granted singly or in combination; (x) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions and limitations; (xi) accelerate the exercise, vesting or payment of an Award when such action or actions would be in the best interests of the Company; (xii) grant Awards in replacement of Awards previously granted under the Plan or any other employee benefit plan of the Company; and (xiii) take any and all other actions the Committee deems necessary or advisable for the proper operation or administration of the Plan. Notwithstanding anything herein to the contrary, except in connection with a corporate transaction involving the Company as provided in Section 4.2 (including, without limitation, any distribution, unit split, extraordinary cash distribution, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of Units), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or UARs or cancel, exchange, substitute, buyout or surrender outstanding Options or UARs in exchange for cash, other awards or Options with an exercise price that is less than the exercise price of the original Options or UARs without unitholder approval.

Authority of Administrator. The Committee shall have total and exclusive responsibility Subject to control, operate, manage and administer the Plan in accordance with its terms. The Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the Plan. Without limiting the generality any direction of the preceding sentence, but subject to the limitation that none of the enumerated powers of the Committee shall be deemed to include any action that would intentionally (A) cause a tax to be imposed on a Participant pursuant to Section 409A of the Code or (B) cause an Award that is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code to not so qualifyFund Trustees, the Committee shall have Trust Trustees or the exclusive right to: (i) interpret the Plan and the Award Agreements executed hereunder; (ii) determine eligibility for participation in the Plan; (iii) decide all questions concerning eligibility for, and the amount of, Awards granted under the Plan; (iv) construe any ambiguous provision of the Plan or any Award Agreement; (v) prescribe the form of the Award Agreements embodying Awards granted under the Plan; (vi) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement; (vii) issue administrative guidelines as an aid to administering the Plan and make changes in such guidelines as the Committee General Partner from time to time deems proper; (viii) make regulations for carrying out the Plan and make changes in such regulations as the Committee from time to time deems proper; (ix) determine whether Awards should be granted singly or in combination; (x) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions and limitations; (xi) accelerate the exercise, vesting or payment of an Award when such action or actions would be in the best interests of the Company; (xii) grant Awards in replacement of Awards previously granted under the Plan or any other employee benefit plan of the Company; and (xiii) take any and all other actions the Committee deems necessary or advisable for the proper operation or administration of the Plan. Notwithstanding anything herein to the contrary, except in connection with a corporate transaction involving the Company as provided in Section 4.2 (including, without limitation, any distribution, unit split, extraordinary cash distribution, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of Units), the terms of outstanding awards may not be amended the Deeds, the Partnership Agreement and this Agreement, the Administrator shall have full right, power and authority to reduce execute and deliver all contracts, leases, licenses, and other documents and agreements, to make applications and filings with Governmental Authorities and to take such other actions as the exercise price of outstanding Options Administrator considers necessary or UARs or cancel, exchange, substitute, buyout or surrender outstanding Options or UARs appropriate in exchange for cash, other awards or Options with an exercise price that is less than connection with: (a) the exercise price affairs of the original Options Fund in the name and on behalf of the Fund and no Person shall be required to determine the authority of the Administrator to give any undertaking or UARs enter into any commitment on behalf of the Fund, provided that the Administrator shall not have the authority to commit to any transaction which would require the approval of the Fund Unitholders in accordance with the Fund Deed of Trust or take any action required to be taken by the Fund Trustees under the Fund Deed of Trust or take any action requiring approval of the Fund Trustees without unitholder approvalsuch approval having been given; (b) the affairs of the Trust in the name and on behalf of the Trust and no Person shall be required to determine the authority of the Administrator to give any undertaking or enter into any commitment on behalf of the Trust, provided that the Administrator shall not have the authority to commit to any transaction which would require the approval of the Trust Unitholders in accordance with the Trust Deed of Trust or take any action required to be taken by the Trust Trustees under the Trust Deed of Trust or take any action requiring approval of the Trust Trustees without such approval having been given; and (c) the affairs of the Partnership in the name and on behalf of the Partnership and no Person shall be required to determine the authority of the Administrator to give any undertaking or enter into any commitment on behalf of the Partnership, provided that the Administrator shall not have the authority to commit to any transaction which would require the approval of the Partners in accordance with the Partnership Agreement or take any action required to be taken by the General Partner under the Partnership Agreement or take any action requiring approval of the General Partner without such approval having been given.

Authority of Administrator. The Committee shall have total Subject to the Company’s Bylaws, the Committee’s Charter and any specific designation in the Plan, the Administrator has the exclusive responsibility power, authority and sole discretion to: (a) Designate Eligible Individuals to control, operate, manage receive Awards; (b) Determine the type or types of Awards to be granted to Eligible Individuals; (c) Determine the number of Awards to be granted and administer the Plan in accordance with its terms. The Committee shall have all number of Shares to which an Award will relate; (d) Determine the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect terms and conditions of any Award granted pursuant to the Plan. Without limiting the generality of the preceding sentence, including, but subject not limited to, the exercise price, xxxxx xxxxx, purchase price, any Performance Goals or Performance Criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the limitation that none of the enumerated powers of the Committee shall be deemed Administrator in its sole discretion determines; (e) Determine whether, to include any action that would intentionally (A) cause a tax to be imposed on a Participant what extent, and pursuant to Section 409A of the Code or (B) cause what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; (f) Prescribe the form of each Award Agreement, which need not be identical for each Holder; (g) Decide all other matters that is intended must be determined in connection with an Award; (h) Establish, adopt or revise any rules and regulations as it may deem necessary or advisable to qualify as “performance-based compensation” for purposes of Section 162(m) of administer the Code to not so qualify, the Committee shall have the exclusive right to: Plan; (i) interpret Interpret the Plan and the Award Agreements executed hereunder; (ii) determine eligibility for participation in the Plan; (iii) decide all questions concerning eligibility forterms of, and the amount ofany matter arising pursuant to, Awards granted under the Plan; (iv) construe any ambiguous provision of the Plan or any Award Agreement; ; (vj) prescribe the form of the Award Agreements embodying Awards granted under the Plan; (vi) correct any defect, supply any omission or reconcile any inconsistency in Make all other decisions and determinations that may be required pursuant to the Plan or any Award Agreement; (vii) issue administrative guidelines as an aid to administering the Plan and make changes in such guidelines as the Committee from time to time deems proper; (viii) make regulations for carrying out the Plan and make changes in such regulations as the Committee from time to time deems proper; (ix) determine whether Awards should be granted singly or in combination; (x) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions and limitations; (xi) accelerate the exercise, vesting or payment of an Award when such action or actions would be in the best interests of the Company; (xii) grant Awards in replacement of Awards previously granted under the Plan or any other employee benefit plan of the Company; and (xiii) take any and all other actions the Committee Administrator deems necessary or advisable for the proper operation or administration of to administer the Plan. Notwithstanding anything herein ; and (k) Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject to the contrary, except in connection with a corporate transaction involving the Company as provided in whatever terms and conditions it selects and Section 4.2 (including, without limitation, any distribution, unit split, extraordinary cash distribution, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of Units), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or UARs or cancel, exchange, substitute, buyout or surrender outstanding Options or UARs in exchange for cash, other awards or Options with an exercise price that is less than the exercise price of the original Options or UARs without unitholder approval12.2.

Authority of Administrator. The Committee shall have total Subject to the Company’s Bylaws, the Committee’s Charter and any specific designation in the Plan, the Administrator has the exclusive responsibility power, authority and sole discretion to:  (a) Designate Eligible Individuals to controlreceive Awards;  (b) Determine the type or types of Awards to be granted to Eligible Individuals;  (c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate;  (d) Determine the terms and conditions of any Award granted pursuant to the Plan, operateincluding, manage but not limited to, the exercise price, xxxxx xxxxx, or purchase price, any Performance Criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and administer accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Plan Administrator in accordance with its terms. The Committee shall have all the authority that sole discretion determines;  (e) Determine whether, to what extent, and pursuant to what circumstances an Award may be necessary settled in, or helpful the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;  (f) Determine to enable it to discharge its responsibilities adjust or waive any criteria with respect to Performance Criteria;  (g) Prescribe the Plan. Without limiting form of each Award Agreement, which need not be identical for each Holder;  (h) Determine the generality of the preceding sentenceFair Market Value in good faith, but subject to the limitation that none of the enumerated powers of the Committee shall be deemed to include any action that would intentionally (A) cause a tax to be imposed on a Participant pursuant to Section 409A of the Code or (B) cause an Award that is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code to not so qualify, the Committee shall have the exclusive right to: if necessary;  (i) interpret the Plan and the Award Agreements executed hereunder; (ii) determine eligibility for participation in the Plan; (iii) decide all questions concerning eligibility for, and the amount of, Awards granted under the Plan; (iv) construe any ambiguous provision Grant waivers of the Plan or any Award Agreementconditions;  (vj) prescribe the form of the Award Agreements embodying Awards granted under the Plan; (vi) correct Correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;  (k) Determine whether an Award has been earned and whether any Performance Criteria has been attained;  (l) Decide all other matters that must be determined in connection with an Award;  (m) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;  (n) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement;  (viio) issue administrative guidelines as an aid Make all other decisions and determinations that may be required pursuant to administering the Plan and make changes in such guidelines as the Committee from time to time deems proper; (viii) make regulations for carrying out the Plan and make changes in such regulations as the Committee from time to time deems proper; (ix) determine whether Awards should be granted singly or in combination; (x) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions and limitations; (xi) accelerate the exercise, vesting or payment of an Award when such action or actions would be in the best interests of the Company; (xii) grant Awards in replacement of Awards previously granted under the Plan or any other employee benefit plan of as the Company; and (xiii) take any and all other actions the Committee Administrator deems necessary or advisable for the proper operation or administration of to administer the Plan; and  (p) Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject to whatever terms and conditions it selects and Sections 3.4 and 12.2(c). Notwithstanding anything herein to the contrary, except in connection with a corporate transaction involving the Company as provided in Section 4.2 (including, without limitation, any distribution, unit split, extraordinary cash distribution, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of Units), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or UARs or cancel, exchange, substitute, buyout or surrender outstanding Options or UARs in exchange for cash, other awards or Options with an exercise price that is less than the exercise price of the original Options or UARs without unitholder approval.

Authority of Administrator. The Committee shall have total and exclusive responsibility to control, operate, manage and administer the Plan in accordance with its terms. The Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect Subject to the Plan. Without limiting the generality of the preceding sentenceOrganizational Documents, but subject to the limitation that none of the enumerated powers of the Committee shall be deemed to include any action that would intentionally (A) cause a tax to be imposed on a Participant pursuant to Section 409A of the Code or (B) cause an Award that is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code to not so qualify, the Committee shall have the exclusive right to: (i) interpret specific designation in the Plan and Applicable Law, the Award Agreements executed hereunder; Administrator has the exclusive power, authority and sole discretion to: (iia) determine eligibility for participation in Designate Eligible Individuals to receive Awards; (b) Determine the Plan; (iii) decide all questions concerning eligibility for, and the amount of, type or types of Awards granted under the Plan; (iv) construe any ambiguous provision of the Plan or any Award Agreement; (v) prescribe the form of the Award Agreements embodying Awards granted under the Plan; (vi) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement; (vii) issue administrative guidelines as an aid to administering the Plan and make changes in such guidelines as the Committee from time to time deems proper; (viii) make regulations for carrying out the Plan and make changes in such regulations as the Committee from time to time deems proper; (ix) determine whether Awards should be granted singly or in combination; (x) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions and limitations; (xi) accelerate the exercise, vesting or payment of an Award when such action or actions would be in the best interests of the Company; (xii) grant Awards in replacement of Awards previously granted under the Plan or any other employee benefit plan of the Company; and (xiii) take any and all other actions the Committee deems necessary or advisable for the proper operation or administration of the Plan. Notwithstanding anything herein to the contrary, except in connection with a corporate transaction involving the Company as provided in Section 4.2 each Eligible Individual (including, without limitation, any distributionAwards granted in tandem with another Award granted pursuant to the Plan); (c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate; (d) Determine the terms and conditions of any Award granted pursuant to the Plan, unit splitincluding, extraordinary cash distributionbut not limited to, recapitalizationthe exercise price, reorganizationgxxxx xxxxx, mergerpurchase price, consolidationany Performance Criteria and/or Performance Goals, splitany restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-upcompetition and claw-back and recapture of gain on an Award, spin-offbased in each case on such considerations as the Administrator in its sole discretion determines; (e) Determine whether, combinationto what extent, and under what circumstances an Award may be settled in, or exchange of Units), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or UARs or cancel, exchange, substitute, buyout or surrender outstanding Options or UARs an Award may be paid in exchange for cash, Shares, other awards Awards, or Options other property, or an Award may be canceled, forfeited, or surrendered; (f) Prescribe the form of each Award Agreement, which need not be identical for each Holder; (g) Decide all other matters that must be determined in connection with an exercise price Award; (h) Establish, adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan; (i) Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; and (j) Make all other decisions and determinations that is less than may be required pursuant to the exercise price of Plan or as the original Options Administrator deems necessary or UARs without unitholder approvaladvisable to administer the Plan.

Authority of Administrator. The Committee shall have total and exclusive responsibility Subject to control, operate, manage and administer any specific designation in the Plan and Applicable Law, the Administrator has the exclusive power, authority and sole discretion to: (a) Designate Eligible Individuals to receive Awards; (b) Determine the type or types of Awards to be granted to each Eligible Individual; (c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate; (d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, xxxxx xxxxx, or purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any Table of Contents provisions related to non-competition and recapture of gain on an Award, based in accordance with each case on such considerations as the Administrator in its terms. The Committee shall have all the authority that sole discretion determines; (e) Determine whether, to what extent, and under what circumstances an Award may be necessary settled in, or helpful to enable it to discharge its responsibilities the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; (f) Prescribe the form of each Award Agreement, which need not be identical for each Participant; (g) Determine as between the Company, the Partnership and any Subsidiary which entity will make payments with respect to the Plan. Without limiting the generality of the preceding sentencean Award, but subject to the limitation consistent with applicable securities laws and other Applicable Law; (h) Decide all other matters that none of the enumerated powers of the Committee shall must be deemed to include any action that would intentionally (A) cause a tax to be imposed on a Participant pursuant to Section 409A of the Code or (B) cause determined in connection with an Award that is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code to not so qualify, the Committee shall have the exclusive right to: Award; (i) interpret the Plan Establish, adopt, or revise any Programs, rules and the Award Agreements executed hereunder; (ii) determine eligibility for participation in regulations as it may deem necessary or advisable to administer the Plan; ; (iiij) decide all questions concerning eligibility forInterpret the terms of, and the amount ofany matter arising pursuant to, Awards granted under the Plan; (iv) construe , any ambiguous provision of the Plan Program or any Award Agreement; and (vk) prescribe the form of the Award Agreements embodying Awards granted under the Plan; (vi) correct any defect, supply any omission or reconcile any inconsistency in Make all other decisions and determinations that may be required pursuant to the Plan or any Award Agreement; (vii) issue administrative guidelines as an aid to administering the Plan and make changes in such guidelines as the Committee from time to time deems proper; (viii) make regulations for carrying out the Plan and make changes in such regulations as the Committee from time to time deems proper; (ix) determine whether Awards should be granted singly or in combination; (x) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions and limitations; (xi) accelerate the exercise, vesting or payment of an Award when such action or actions would be in the best interests of the Company; (xii) grant Awards in replacement of Awards previously granted under the Plan or any other employee benefit plan of the Company; and (xiii) take any and all other actions the Committee Administrator deems necessary or advisable for the proper operation or administration of to administer the Plan. Notwithstanding anything herein to the contrary, except in connection with a corporate transaction involving the Company as provided in Section 4.2 (including, without limitation, any distribution, unit split, extraordinary cash distribution, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of Units), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or UARs or cancel, exchange, substitute, buyout or surrender outstanding Options or UARs in exchange for cash, other awards or Options with an exercise price that is less than the exercise price of the original Options or UARs without unitholder approval.

Authority of Administrator. The Committee shall have total Subject to any specific designation in the Plan, and in the case of the Committee, subject to the specific duties delegated by the Board to the Committee, the Administrator has the exclusive responsibility power, authority and discretion to: (a) Designate Participants to control, operate, manage receive Awards; (b) Determine the type or types of Awards to be granted to each Participant; (c) Determine the number of Awards to be granted and administer the Plan in accordance with its terms. The Committee shall have all number of Shares to which an Award will relate; (d) Determine the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect terms and conditions of any Award granted pursuant to the Plan. Without limiting the generality of the preceding sentence, including, but subject not limited to, the exercise price, xxxxx xxxxx, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the limitation that none of the enumerated powers of the Committee shall be deemed Administrator in its sole discretion determines; (e) Determine whether, to include any action that would intentionally (A) cause a tax to be imposed on a Participant what extent, and pursuant to Section 409A of the Code or (B) cause what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; (f) Prescribe the form of each Award Agreement, which need not be identical for each Participant; (g) Decide all other matters that is intended must be determined in connection with an Award; (h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to qualify as “performance-based compensation” for purposes of Section 162(m) of administer the Code to not so qualify, the Committee shall have the exclusive right to: Plan; (i) interpret To suspend or terminate the Plan at any time provided that such suspension or termination does not impair rights and obligations under any outstanding Award without written consent of the Award Agreements executed hereunder; affected Participant. (iij) determine eligibility for participation in Interpret the Plan; (iii) decide all questions concerning eligibility forterms of, and the amount ofany matter arising pursuant to, Awards granted under the Plan; (iv) construe any ambiguous provision of the Plan or any Award Agreement; and (vk) prescribe the form of the Award Agreements embodying Awards granted under the Plan; (vi) correct any defect, supply any omission or reconcile any inconsistency in Make all other decisions and determinations that may be required pursuant to the Plan or any Award Agreement; (vii) issue administrative guidelines as an aid to administering the Plan and make changes in such guidelines as the Committee from time to time deems proper; (viii) make regulations for carrying out the Plan and make changes in such regulations as the Committee from time to time deems proper; (ix) determine whether Awards should be granted singly or in combination; (x) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions and limitations; (xi) accelerate the exercise, vesting or payment of an Award when such action or actions would be in the best interests of the Company; (xii) grant Awards in replacement of Awards previously granted under the Plan or any other employee benefit plan of the Company; and (xiii) take any and all other actions the Committee Administrator deems necessary or advisable for the proper operation or administration of to administer the Plan. Notwithstanding anything herein to the contrary, except in connection with a corporate transaction involving the Company as provided in Section 4.2 (including, without limitation, any distribution, unit split, extraordinary cash distribution, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of Units), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or UARs or cancel, exchange, substitute, buyout or surrender outstanding Options or UARs in exchange for cash, other awards or Options with an exercise price that is less than the exercise price of the original Options or UARs without unitholder approval.

Authority of Administrator. The Committee shall have total and exclusive responsibility to control, operate, manage and administer the Plan in accordance with its terms. The Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect Subject to the Plan. Without limiting the generality of the preceding sentenceOrganizational Documents, but subject to the limitation that none of the enumerated powers of the Committee shall be deemed to include any action that would intentionally (A) cause a tax to be imposed on a Participant pursuant to Section 409A of the Code or (B) cause an Award that is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code to not so qualify, the Committee shall have the exclusive right to: (i) interpret specific designation in the Plan and Applicable Law, the Award Agreements executed hereunder; Administrator has the exclusive power, authority and sole discretion to: (iia) determine eligibility for participation in Designate Eligible Individuals to receive Awards; (b) Determine the Plan; (iii) decide all questions concerning eligibility for, and the amount of, type or types of Awards granted under the Plan; (iv) construe any ambiguous provision of the Plan or any Award Agreement; (v) prescribe the form of the Award Agreements embodying Awards granted under the Plan; (vi) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement; (vii) issue administrative guidelines as an aid to administering the Plan and make changes in such guidelines as the Committee from time to time deems proper; (viii) make regulations for carrying out the Plan and make changes in such regulations as the Committee from time to time deems proper; (ix) determine whether Awards should be granted singly or in combination; (x) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions and limitations; (xi) accelerate the exercise, vesting or payment of an Award when such action or actions would be in the best interests of the Company; (xii) grant Awards in replacement of Awards previously granted under the Plan or any other employee benefit plan of the Company; and (xiii) take any and all other actions the Committee deems necessary or advisable for the proper operation or administration of the Plan. Notwithstanding anything herein to the contrary, except in connection with a corporate transaction involving the Company as provided in Section 4.2 each Eligible Individual (including, without limitation, any distributionAwards granted in tandem with another Award granted pursuant to the Plan); (c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate; (d) Determine the terms and conditions of any Award granted pursuant to the Plan, unit splitincluding, extraordinary cash distributionbut not limited to, recapitalizationthe exercise price, reorganizationgxxxx xxxxx, mergerpurchase price, consolidationany performance criteria, splitany restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-upcompetition and claw-back and recapture of gain on an Award, spin-offbased in each case on such considerations as the Administrator in its sole discretion determines; (e) Determine whether, combinationto what extent, and under what circumstances an Award may be settled in, or exchange of Units), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or UARs or cancel, exchange, substitute, buyout or surrender outstanding Options or UARs an Award may be paid in exchange for cash, Shares, other awards Awards, or Options other property, or an Award may be canceled, forfeited, or surrendered; (f) Prescribe the form of each Award Agreement, which need not be identical for each Holder; (g) Decide all other matters that must be determined in connection with an exercise price Award; (h) Establish, adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan; (i) Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; (j) Make all other decisions and determinations that is less than may be required pursuant to the exercise price Plan or as the Administrator deems necessary or advisable to administer the Plan; and (k) Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the original Options or UARs without unitholder approvalgrant of an Award, subject to whatever terms and conditions it selects and Section 12.2.

Authority of Administrator. The Committee shall have total Subject to the Company’s Bylaws, the Committee’s Charter and any specific designation in the Plan, the Administrator has the exclusive responsibility power, authority and sole discretion to: (a) Designate Eligible Individuals to controlreceive Awards; (b) Determine the type or types of Awards to be granted to Eligible Individuals; (c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate; (d) Determine the terms and conditions of any Award granted pursuant to the Plan, operateincluding, manage but not limited to, the exercise price, xxxxx xxxxx, or purchase price, any performance criteria, any reload provision, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and administer accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Plan Administrator in accordance with its terms. The Committee shall have all the authority that sole discretion determines; (e) Determine whether, to what extent, and pursuant to what circumstances an Award may be necessary settled in, or helpful to enable it to discharge its responsibilities the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; (f) reduce or waive any criteria with respect to the Plan. Without limiting the generality of the preceding sentence, but subject Performance Factors; (g) adjust Performance Factors to the limitation that none of the enumerated powers of take into account changes in law and accounting or tax rules as the Committee shall be deemed deems necessary or appropriate to include any action reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided that would intentionally (A) cause a tax to be imposed on a Participant pursuant to Section 409A of such adjustments are consistent with the Code or (B) cause an Award that is intended to qualify as “performance-based compensation” for purposes of regulations promulgated under Section 162(m) of the Code with respect to persons whose compensation is subject to Section 162(m) of the Code; (h) Prescribe the form of each Award Agreement, which need not so qualify, the Committee shall have the exclusive right to: be identical for each Holder; (i) interpret Determine the Plan and the Award Agreements executed hereunder; Fair Market Value in good faith, if necessary; (iij) determine eligibility for participation in the Plan; (iii) decide all questions concerning eligibility for, and the amount of, Awards granted under the Plan; (iv) construe any ambiguous provision Grant waivers of the Plan or any Award Agreement; conditions; (vk) prescribe the form of the Award Agreements embodying Awards granted under the Plan; (vi) correct Correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement; (l) Determine whether an Award has been earned; (m) Decide all other matters that must be determined in connection with an Award; (n) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; (o) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; ; (viip) issue administrative guidelines as an aid Make all other decisions and determinations that may be required pursuant to administering the Plan and make changes in such guidelines as the Committee from time to time deems proper; (viii) make regulations for carrying out the Plan and make changes in such regulations as the Committee from time to time deems proper; (ix) determine whether Awards should be granted singly or in combination; (x) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions and limitations; (xi) accelerate the exercise, vesting or payment of an Award when such action or actions would be in the best interests of the Company; (xii) grant Awards in replacement of Awards previously granted under the Plan or any other employee benefit plan of as the Company; and (xiii) take any and all other actions the Committee Administrator deems necessary or advisable for the proper operation or administration of to administer the Plan. Notwithstanding anything herein ; and (q) Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject to the contrary, except in connection with a corporate transaction involving the Company as provided in Section 4.2 (including, without limitation, any distribution, unit split, extraordinary cash distribution, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of Unitswhatever terms and conditions it selects and Sections 3.4 and 13.2(c), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or UARs or cancel, exchange, substitute, buyout or surrender outstanding Options or UARs in exchange for cash, other awards or Options with an exercise price that is less than the exercise price of the original Options or UARs without unitholder approval.