Applicable Law; Interpretation. The Plan shall be interpreted as a plan that is unfunded and is maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of ERISA, and as a plan of deferred compensation under Code Section 409A. The Plan shall be interpreted by and all questions arising in connection therewith shall be determined by Committee, whose interpretation or determination, when made in good faith, shall be conclusive and binding, unless a Change of Control shall have occurred, in which case such interpretation or determination shall be made by a majority of the Continuing Directors.

Governing Law. The Plan is intended to constitute an unfunded plan of deferred compensation for a select group of management or highly compensated employees, within the meaning of [sections 201(2), 301(a)(3) and 401(a)(1)])])] of ERISA and shall be interpreted and administered to the extent possible in a manner consistent with that intent. Except to the extent preempted by federal law, the Plan shall be construed and governed in all respects according to the laws of the State of New York, where it is adopted, without regard to principles of conflict of laws.

The Plan is intended: (1) to comply with Code section 409A and official guidance issued thereunder; and (2) with respect to the portion of the Plan covering Eligible Employees, to be "a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of [sections 201(2), 301(a)(3) and 401(a)(1)])])] of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

This Plan is intended to be an unfunded plan maintained by the Company primarily for the purpose of providing deferred compensation to a select group of highly compensated or management employees for purposes of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This Plan shall be interpreted and administered consistent with such intent. To the extent not preempted by ERISA, all questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Delaware without regard to the conflict of law principles thereof.

This Plan is intended to be an unfunded plan maintained by ​ primarily for the purpose of providing deferred compensation to a select group of highly compensated or management employees for purposes of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This Plan shall be interpreted and administered consistent with such intent. To the extent not preempted by ERISA, all questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Delaware without regard to the conflict of law principles thereof.