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 Interpretation. As a condition to the grant of this Award, the Participant agrees (with such agreement being binding upon the Participant’s legal representatives, guardians, legatees or beneficiaries) that this Agreement will be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement or the Plan, and any determination made by the Committee under this Agreement or the Plan, will be final, binding and conclusive.

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.

Interpretation by Committee. The Committee may interpret this 2018 Outperformance Plan, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Committee’s interpretation shall not be entitled to deference on and after a Change of Control except to the extent that such interpretations are made exclusively by members of the Committee who are individuals who served as Committee members before the Change of Control and take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with this 2018 Outperformance Plan or the administration or interpretation thereof. In the event of any dispute or disagreement as to interpretation of this 2018 Outperformance Plan or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to this 2018 Outperformance Plan, the decision of the Committee, except as provided above, shall be final and binding upon all persons.

The Key Employee agrees that any dispute or disagreement that may arise in connection with this Agreement shall be resolved by the Committee, in its sole discretion, and that any interpretation by the Committee of the terms of this Agreement or the Plan and any determination made by the Committee under this Agreement or such plan may be made in the sole discretion of the Committee and shall be final, binding, and conclusive.

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.

The Administrator has the discretionary power and authority to make all determinations necessary for administration of the Plan, except those determinations that the Plan requires others to make, and to construe, interpret, apply and enforce the provisions of the Plan and its operation whenever necessary to carry out its intent and purpose and to facilitate its administration, including, without limitation, the discretionary power and authority to determine eligibility for benefits and to remedy ambiguities, inconsistencies, omissions and erroneous benefit calculations. In the exercise of its discretionary power and authority, the Administrator will treat all persons determined by the Administrator to be similarly situated in a uniform manner. All acts and decisions of the Administrator made in good faith are binding on all interested persons.