Committee Authority. The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Performance Shares have vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Employee, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority.Administration. The Committee willshall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent therewithwith the Plan and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Performance Shares have vested).rules. All actions taken and all interpretations and determinations made by the Committee in good faith will(including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Restricted Shares are subject) shall be final and binding upon the Employee, theParticipant, Company and all other interested persons. No member of the Committee willshall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority.Administration. The Committee willshall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent therewithwith the Plan and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Performance Shares have vested).rules. All actions taken and all interpretations and determinations made by the Committee in good faith will(including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Options are subject) shall be final and binding upon the Employee, theParticipant, Company and all other interested persons. No member of the Committee willshall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority.Interpretation of This Agreement. The Committee willor its authorized delegate, as applicable, shall have the powerauthority to interpret the Plan and this Agreement and to adopt such rules fortake whatever administrative actions, including correction of administrative errors in the administration, interpretationawards subject to this Agreement and application ofin this Agreement, as the PlanCommittee or its authorized delegate, as are consistent therewith andapplicable, in its sole good faith judgment shall determine to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Performance Shares have vested).be advisable. All actions taken and alldecisions, interpretations and determinationsadministrative actions made by the Committee in good faith willor its authorized delegate, as applicable, hereunder or under the Plan shall be finalbinding and binding upon the Employee,conclusive on the Company and all other interested persons. No memberthe Employee. In the event there is inconsistency between the provisions of this Agreement and of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect toPlan, the provisions of the Plan or this Agreement.shall govern.