Determinations by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan, and the 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 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 any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.

Determinations by the Committee. All decisions, determinationsdesignations, determinations, interpretations and interpretations by the Committee regardingother decisions under or with respect to the Plan, any rules and regulations under the Plan, and the terms and conditions ofAward Agreements or operation of any Award granted hereunder, shall be finalwithin the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding onupon all persons, including the Company, Affiliates, Participants, Beneficiaries, heirs or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such factors as it deems relevant, in its solebeneficiaries of Awards and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employeestockholders of the Company and such attorneys, consultants and accountants as it may select. Company.

Determinations by the Committee.of Committee Final and Binding. All decisions, determinations and interpretations by the Committee in carrying out and administering the Plan and in construing and interpreting the Plan shall be made in the Committee’s sole discretion and shall be final, binding and conclusive for all purposes and upon all persons interested herein. The Committee’s decisions regarding the Plan, any rules and regulations under the Plan, and the terms and conditionsamount of or operation of anyeach Award granted hereunder, shallneed not be final and binding on all Participants, Beneficiaries, heirs or other persons holding or claiming rights under the Plan or 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 any officer or other employee of the Company and such attorneys, consultants and accountants as it may select. consistent among Participants.

Determinations by the Committee. All decisions, determinations and interpretations by the Committee regardingUnless otherwise expressly provided in the Plan, any rulesall designations, determinations, interpretations and regulationsother decisions under or with respect to the Plan, or any Award, shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive and binding upon all Persons, including the terms and conditions ofCompany, any Affiliate, any Participant, any holder or operationBeneficiary of any Award granted hereunder, shall be finalAward, any stockholder and binding on all Participants, Beneficiaries, heirs or other persons holding or claiming rights under the Plan or 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 any officer or other employee of the Company and such attorneys, consultants and accountants as it may select. or of any Affiliate.

Determinations byUnless otherwise expressly provided in the Committee. All decisions, determinationsPlan, all designations, determinations, interpretations, and interpretations by the Committee regardingother decisions under or with respect to the Plan, any rulesaward, or any award agreement or certificate shall be with and regulations underin the Plan,sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all persons, including the terms and conditions ofCompany, any affiliate, any participant, any holder or operationbeneficiary of any Award granted hereunder, shall be finalaward, and binding on all Participants, Beneficiaries, heirs or other persons holding or claiming rights under the Plan or 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 any officer or other employee of the Company and such attorneys, consultants and accountants as it may select. or of any affiliate.

Determinations by the Committee. All decisions, determinations and interpretations by the Committee regardingDiscretion Binding. Unless otherwise expressly provided in the Plan, any rulesall designations, determinations, interpretations, and regulationsother decisions under the Plan, and the 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 underwith respect to the Plan or any Award. The CommitteeAward shall consider such factors as it deems relevant, in itsbe within the sole discretion of the Committee, may be made at any time and absolute discretion, to making such decisions, determinationsshall be final, conclusive, and interpretations including, without limitation, the recommendationsbinding upon all Persons, including any Employer, any Participant, any holder or advicebeneficiary of any officer or other employee of the CompanyAward, any Employee, and such attorneys, consultants and accountants as it may select. any Non-Employee Director.

DeterminationsAny interpretation and administration of the Plan by the Committee. All decisions,Committee, and all actions (including discretionary actions) and determinations of the Committee, shall be final, binding and interpretations byconclusive on the Committee regarding the Plan, any rules and regulationsCompany, 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 terms and conditionsBoard or of the Committee shall incur any liability for any action taken 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 Planomitted, or any Award. The Committee shall consider such factors as it deems relevant,determination made, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation,good faith in connection with the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select. Plan.

Determinations by the Committee. All decisions, determinations and interpretations byThe determination of the Committee regardingon all matters relating to the Plan, any rulesPlan and regulations under the Plan, and the terms and conditions of or operation of any Award granted hereunder,all Awards shall be finalmade in the sole discretion of the Committee, and binding on all Participants, Beneficiaries, heirsshall be conclusive and final. Neither the Plan Administrator nor any member of the Committee shall be liable for any action or other persons holding or claiming rights under thedetermination made in good faith with respect to this Plan or 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 any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.

Determinations by the Committee. All decisions, determinations and interpretations bydecisions of the Committee regardingshall be final, conclusive and binding upon all parties or entities, including the Plan,Company, its shareholders, any rulesAffiliate, and regulationsParticipants, Beneficiaries and any person claiming any benefit or right under an Award or under the Plan, and the 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 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 any officer or other employee of the Company and such attorneys, consultants and accountants as it may select. Plan.