Committee Discretion. The Committee shall have the sole discretion to determine eligibility for benefits under the Plan.

Committee Discretion. If the Committee, in its sole discretion, determines that a “Triggering Event” has occurred, then the Committee, also in its sole discretion, may reduce (including to zero) the number of Performance Shares that vest under the Agreement at any time prior to any Vesting Date that occurs after the date of the Triggering Event. For purposes of this Agreement, “Triggering Event” means # the Company being required to restate any financial statement issued since the Grant Date with the result that the Company’s reported results are materially, negatively reduced, # any act of fraud taken by the Employee in connection with the Employee’s responsibilities as an employee that is intended to result in the Employee’s substantial personal enrichment, # the Employee’s material violation of a federal, state or local law or regulation applicable to the Company’s business that has a significant negative effect on the Company’s reputation or business, # a material breach of the Employee’s fiduciary duty owed to the Company that has a significant negative effect on the Company’s reputation or business, or # the average Fair Market Value of a Share during the last thirty (30) days of a Performance Period is at least forty percent (40%) higher than the average Fair Market Value of a Share during the immediately preceding ninety (90) days of the same Performance Period. Notwithstanding any contrary provision of the first sentence of this paragraph 4, in the case of Triggering Event that occurs solely on account of [clause (e)] of the preceding sentence, the Committee may not reduce the number of Performance Shares that vest for a Performance Period below the Target Number of Performance Shares for that Performance Period. In exercising its discretion, the Committee may consider (but not by way of limitation) whether the foregoing increase in the Fair Market Value of a Share was due to factors unrelated to Company and/or management performance, including, but not limited to, takeover speculation.

Committee Discretion Binding. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other 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 any Employer, any Participant, any holder or beneficiary of any Award, any Employee, and any Non-Employee Director.

Compensation Committee Discretion. In the event that applicable tax and/or securities laws change to permit Compensation Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Compensation Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, the payment or vesting of an Award that is designated as Performance-Based Compensation may be based on Performance Measures in addition to or other than those set forth in Section 11.1.

Discretion of Committee. The Committee shall have the discretion, subject to the limitations described herein, to, among other actions, # determine the Plan Participants; # determine the measurement period; # determine Performance Criterion, Performance Goals and Target Awards for each Year or other measurement period; # determine how Performance Criteria will be calculated and/or adjusted; # establish an Award Schedule; # establish performance thresholds for the payment of any Awards; # determine whether and to what extent the Performance Goals have been met or exceeded; # pay discretionary Awards, including awards from an exceptional performance fund, as may be appropriate in order to assure the proper motivation and retention of personnel and attainment of business goals; # make adjustments to Performance Goals and thresholds; and (10) determine the total amount of funds available for payment of Awards with respect to each Year or other measurement period.

Discretion. Any other provision in the Plan to the contrary notwithstanding, # the Committee shall have the right, in its sole discretion, to pay to any Participant an annual incentive payment for such year in an amount based on individual performance or any other criteria or the occurrence of any such event that the Committee shall deem appropriate, and # the Committee may provide for a minimum incentive payment to any or all, or any class of, Participants in respect of any calendar year, regardless of whether any applicable performance objectives are attained.

Committee Discretion to Determine Annual Awards. The Committee has the sole discretion to determine the standard or formula pursuant to which each Participant’s Annual Award shall be calculated (in accordance with [Sections 4.1 and 4.2]2]), whether all or any portion of the amount so calculated will be paid, and the specific amount (if any) to be paid to each Participant, subject in all cases to the terms, conditions, and limits of the Plan and of any other written commitment authorized by the Committee. The Committee has the sole discretion to increase or reduce an Executive’s Annual Award. The Committee may not, however, increase an Executive’s Annual Award based upon the reduction of another Executive’s Annual Award. To this same extent, the Committee may at any time establish (and, once established, rescind, waive, or amend) additional conditions and terms of payment of Annual Awards (including but not limited to the achievement of other financial, strategic or individual goals or performance measures, which may be objective or subjective) as it may deem desirable in carrying out the purposes of the Plan and may take into account such other factors as it deems appropriate in administering any aspect of the Plan.

Discretion of Company, Board, and Committee. Any decision made or action taken by the Company or by the Board or by the Committee arising out of or in connection with the creation, amendment, construction, administration, interpretation, and effect of the Plan shall be within the absolute discretion of such entity and shall be conclusive and binding upon all persons. No member of the Committee shall have any liability for actions taken or omitted under the Plan by the member or any other person.

Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

Committee. The Compensation Committee of the Board of Directors (“Compensation Committee”) shall appoint a Management Pension Investment and Oversight Committee (the “Committee”), which shall serve at the pleasure of the Compensation Committee.