Independent Members

Independent Members. Each Director, but no less than two, who is a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act and each of whom is an "outside director" within the meaning of Section 162(m) of the Code; provided that the mere fact that the Independent Members shall fail to qualify under either of the foregoing requirements shall not invalidate any Award made by the Independent Members which Award is otherwise validly made under the Plan.