SECTION 3. ADMINISTRATION OF THE PLAN
(a) Administration of the Plan. The Plan shall be administered by the Board, or, at the sole discretion of the Board, by a committee of the Board consisting of no fewer than three Directors (the Committee), of which (i) for so long as there are any WMC Representatives serving on the Board, one (1) shall be a WMC Representative, (ii) for so long as there are any Management Member Representatives serving on the Board, one (1) shall be a Management Member Representative, and (iii) for so long as there are any ICP Representatives serving on the Board, one (1) shall be an ICP Representative; provided, that if any Member Group authorized to designate a Director to the Committee pursuant to this Section 3(a) shall lose such right in accordance with the terms of the LLC Agreement or this Plan, the Directors designated by such Member Group to the Committee shall be removed, such removal shall result in a vacancy on the Committee, and such vacancy on the Committee shall be filled by the Board. All references herein to the Committee shall be deemed to refer to the Board for purposes of any period or periods during which the Board has elected to administer the Plan in lieu of a Committee.
(b) Powers of Committee. The Committee shall, subject to the terms of the LLC Agreement, have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:
(i) to select the Persons, subject to Section 4(c) hereof, to whom Awards may from time to time be granted;
(ii) to determine the time or times of grant;
(iii) to determine the number of Restricted Units to be covered by any Award;
(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and Grantees, and to approve the form of written instruments evidencing the Awards; provided, that no Award which has been issued hereunder may be subsequently modified or terminated without the written consent of the Grantee thereof;
(v) to accelerate at any time the exercisability or vesting of all or any portion of any Award and/or to include provisions in Awards providing for such acceleration;
(vi) to impose any limitations on Awards granted under the Plan, including, by way of example only, limitations on transfers, repurchase and forfeiture provisions, and to exercise the Companys rights with respect to any such limitations; and
(vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.