Any interpretation and administration of the Plan by the Committee, and all actions (including discretionary actions) and determinations of the Committee, shall be final, binding and conclusive on the Company, its shareholders, all individuals who have received an Award under the Plan, their respective legal representatives, successors and assigns and all persons claiming under or through any of them. No member of the Board or of the Committee shall incur any liability for any action taken or omitted, or any determination made, in good faith in connection with the Plan.

Any interpretation and administration of the Plan by the Committee, and all actions (including discretionary actions) and determinations of the Committee, shall be final, binding and conclusive on the Company, its shareholders, Subsidiaries, Affiliates, all individuals who have received an Award underParticipants in the Plan, their respective legal representatives, successors and assigns and all persons claiming under or through any of them. No memberthem; provided, however, notwithstanding the foregoing or the terms of the Board or of the Committee shall incur any liability for any action taken or omitted, orAward Agreement, following a Change in Control, any determination made,as to whether “Cause,” “Good Reason” or a “Disqualifying Activity” (or any terms of similar meaning applicable to an Award) exists shall be subject to de novo review by a court, arbitrator or other dispute resolution body, as applicable, in good faith in connection with the Plan.event of a dispute.

Any decision of the Board or Committee in the interpretation and administration of the Plan by the Committee,lies within its absolute discretion and is final, conclusive and binding on all actions (including discretionary actions) and determinations of the Committee, shall be final, binding and conclusive on the Company, its shareholders, all individuals who have received an Award under the Plan, their respective legal representatives, successors and assigns and all persons claiming under or through any of them.parties concerned. No member of the Board or Committee is liable for anything done or omitted to be done by such member, by any other member of the Board or Committee shall incuror by any liability for any action taken or omitted, or any determination made, in good faithofficer of the Company, in connection with the Plan.performance of any duties under the Plan, except those which arise from such member’s own wilful misconduct or as expressly provided by statute.

Finality of Determinations. Each determination, interpretation and administrationor other action made or taken pursuant to the provisions of the Plan by the Committee, and all actions (including discretionary actions) and determinations ofanyone acting pursuant to authority delegated by the Committee, shall be final,final and shall be binding and conclusive onfor all purposes and upon all persons, including, but without limitation thereto, the Company, its shareholders, all individuals who have received an Award understockholders, the Plan,Committee and each of the members thereof, and anyone acting pursuant to authority delegated by the Committee, and the directors, officers, and employees of the Company, the Plan Participants, and their respective legal representatives, successors and assigns and all persons claiming under or through any of them. No member of the Board or of the Committee shall incur any liability for any action taken or omitted, or any determination made, in good faith in connection with the Plan.interest.

All decisions of the Plan by the Committee, and all actions (including discretionary actions) and determinations of the Committee,Committee shall be final, conclusive and binding and conclusive onupon all parties or entities, including the Company, its shareholders, all individuals who have receivedany Affiliate, and Participants, Beneficiaries and any person claiming any benefit or right under an Award or under the Plan, their respective legal representatives, successors and assigns and all persons claiming under or through any of them. No member of the Board or of the Committee shall incur any liability for any action taken or omitted, or any determination made, in good faith in connection with the Plan.

Determinations by the Committee,Committee. All decisions, determinations and all actions (including discretionary actions)interpretations by the Committee regarding the Plan, any rules and determinations of the Committee, shall be final, binding and conclusive on the Company, its shareholders, all individuals who have received an Awardregulations under the Plan, their respective legal representatives, successors and assignsthe terms and conditions of or operation of any Award granted hereunder, shall be final and binding on all Participants, Beneficiaries, heirs or other persons holding or claiming rights under the Plan or through any Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of them. No memberany officer or other employee of the Board or of the Committee shall incur any liability for any action taken or omitted, or any determination made, in good faith in connection with the Plan.Company and such attorneys, consultants and accountants as it may select.

Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and administration ofother decisions under or with respect to the Plan byPlan, or any Award, shall be within the Committee, and all actions (including discretionary actions) and determinationssole discretion of the Committee, may be made at any time, and shall be final, conclusive and binding and conclusive onupon all Persons, including the Company, its shareholders, all individuals who have received an Award under the Plan, their respective legal representatives, successorsany Affiliate, any Participant, any holder or Beneficiary of any Award, any stockholder and assigns and all persons claiming under or through any of them. No memberemployee of the BoardCompany or of the Committee shall incur any liability for any action taken or omitted, or any determination made, in good faith in connection with the Plan.Affiliate.

All designations, determinations, interpretations and administration ofother decisions under or with respect to the Plan byPlan, Award Agreements or any Award shall be within the Committee, and all actions (including discretionary actions) and determinationssole discretion of the Committee, may be made at any time and shall be final, conclusive and binding and conclusive onupon all persons, including the Company, its shareholders, all individuals who have received an Award under the Plan, their respective legal representatives, successorsAffiliates, Participants, beneficiaries of Awards and assigns and all persons claiming under or through any of them. No memberstockholders of the Board or of the Committee shall incur any liability for any action taken or omitted, or any determination made, in good faith in connection with the Plan.Company.

The interpretation and administration of the Planconstruction by the Committee,Committee of any provision of this Plan or of any Evidence of Award (or related documents) and all actions (including discretionary actions)any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and determinations of the Committee, shall be final, binding and conclusive on the Company, its shareholders, all individuals who have received an Award under the Plan, their respective legal representatives, successors and assigns and all persons claiming under or through any of them.conclusive. No member of the BoardCommittee shall be liable for any such action or determination made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee shall incur any liability for any action taken or omitted, or any determination made, in good faith in connection with the Plan.Committee.

The determination of the Committee on all matters relating to the Plan byand all Awards shall be made in the sole discretion of the Committee, and all actions (including discretionary actions) and determinations of the Committee, shall be final, bindingconclusive and conclusive onfinal. Neither the Company, its shareholders, all individuals who have received an Award under the Plan, their respective legal representatives, successors and assigns and all persons claiming under or throughPlan Administrator nor any of them. No member of the Board or of the Committee shall incur any liabilitybe liable for any action taken or omitted, or any determination made,made in good faith in connection with the Plan.respect to this Plan or any Award.