Committee

Committee. Means the Board, or if appointed by the Board pursuant to Section 3.1, the Stock Incentive Plan Committee(s).

Committee. Shall mean the Compensation Committee of the Board or such other committee or subcommittee, consisting of at least two (2) directors, appointed by the Board from time to time to administer the Plan or, if no such committee is appointed, the Board, provided, however, that the Board will serve as the Committee with respect to discretionary awards made to any member of the Board who is not an employee of the Company or its Affiliates.

Committee. The Stock Incentive Committee appointed by the Board for the purpose of administering the Plan. If the 2 Board does not appoint a Stock Incentive Committee, "Committee" means the Board.

Committee. A committee appointed by the Board. 1

Committee. Shall mean the Compensation Committee of the Board, consisting of no fewer than two Directors, each of whom is "Non-Employee Director" within the meaning of Rule 16b-3 of the Exchange Act. With respect to any Awards granted by the Subcommittee, references in this Plan to the "Committee" shall mean the Subcommittee.

Committee. The Compensation Committee of the Board of Directors comprised solely of two outside directors. If no Committee is established, Committee shall mean the entire Board of Directors. Non-Employee Members of the Committee are not eligible to participate in the Plan.

Committee. Means a committee of the Board administering the Plan pursuant to the terms of the Plan, or in the absence of such a committee, the Board itself.

Committee. Shall mean the Stock Option Plan Committee, which is appointed by the Board, and which shall be composed of two members of the Board.

Committee. Means the Compensation Committee of the Board, or such other Board committee as may be designated by the Board to administer the Plan; provided, 2 -2- however, that the Committee shall consist of two or more directors of the Company, each of whom is a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, to the extent applicable.

Committee. Shall mean the Compensation Committee of the Board, if any, or such other committee of the Board as may be designated by the Board, from time to time, for the purpose of administering this plan as contemplated by Article 4 hereof.