Deference to Committee Determinations. The Committee shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion it deems to be appropriate in its sole discretion, and to make any findings of fact needed in the administration of the Plan or Award Agreements. The Committee’s prior exercise of its discretionary authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretation and construction of any provision of the Plan, or of any Award or Award Agreement, shall be final, binding, and conclusive. The validity of any such interpretation, construction, decision or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly made in bad faith or materially affected by fraud.

Deference to Committee Determinations. The Committee shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion it deems to be appropriate in its sole discretion, and to make any findings of fact needed in the administration of the Plan or Award Agreements. The Committee’s prior exercise of its discretionary authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretation and construction of any provision of the Plan, or of any Award or Award Agreement, shall be final, binding, and conclusive. The validity of any such interpretation, construction, decision or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly made in bad faitharbitrary or materially affected by fraud.capricious.

Deference toEffect of Committee Determinations.Action. The Plan shall be interpreted by the Committee in accordance with the terms of the Plan and their intended meanings. However, the Committee shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion it deems to be appropriate in its sole discretion, and to make any findings of fact needed in the administration of the PlanPlan, and shall have the discretion to interpret or Award Agreements.construe ambiguous, unclear or implied (but omitted) terms in any fashion they deem to be appropriate in their sole judgment. The validity of any such finding of fact, interpretation, construction or decision shall not be given de novo review if challenged in court, by arbitration or in any other forum, and shall be upheld unless clearly arbitrary or capricious. To the extent the Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of its discretionarysuch authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretationIf, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Committee in it sole and construction of anyexclusive judgment, the provision of the Plan, or of any Award or Award Agreement, shall be final, binding, and conclusive. The validity of any such interpretation, construction, decision or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum,considered ambiguous and shall be upheld unless clearlyinterpreted by the Committee in a fashion consistent with its intent, as determined by the Committee in its sole discretion. The Committee may amend the Plan retroactively to cure any such ambiguity. This [Section 9.08] may not be invoked by any person to require the Plan to be interpreted in a manner which is inconsistent with its interpretation by the Committee. All actions taken and all determinations made in badgood faith by the Committee shall be final and binding upon all persons claiming any interest in or materially affected by fraud.under the Plan.

Deference to Committee Determinations. The Committee shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion it deems to be appropriate in its sole discretion, and to make any findings of fact needed in the administration of the Plan or Award Agreements. The Committee’s prior exercise of its discretionary authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretation and construction by the Committee of any provision of the Plan,this Plan or of any Evidence of Award or Award Agreement, shall be final, binding,(or related documents) and conclusive. The validityany determination by the Committee pursuant to any provision of this Plan or of any such interpretation, construction, decisionagreement, notification or findingdocument will be final and conclusive. No member of factthe Committee shall not be given de novo review if challengedliable for any such action or determination made in court, by arbitration, orgood 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 forum, and shallprovision of this Plan is intended or may be upheld unless clearly made in bad faith or materially affected by fraud.deemed to constitute a limitation on the authority of the Committee.

Deference toAction by the Committee. The Committee Determinations.may adopt rules and regulations for carrying out the Plan. The Committee shall have the discretionexpress discretionary authority to construe and interpret or construe ambiguous, unclear, or implied (but omitted) terms inthe Plan and the Award Agreements, to resolve any fashion it deemsambiguities, to be appropriate in its sole discretion,define any terms, and to make any findings of fact needed in the administration ofother determinations required by the Plan or an Award Agreements.Agreement. The Committee’s prior exercise of its discretionary authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretation and construction of any provisionprovisions of the Plan,Plan or of anyan Award or Award Agreement,Agreement by the Committee shall be final, binding,final and conclusive. The validity of any such interpretation, construction, decision or finding of factCommittee may consult with counsel, who may be counsel to the Company, and shall not be given de novo review if challengedincur any liability for any action taken in court, by arbitration, orgood faith in any other forum, and shall be upheld unless clearly made in bad faith or materially affected by fraud.reliance upon the advice of counsel.