Decisions Binding. All determinations and decisions made by the Board or the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding.

Article # Shares Previously Acquired Under Plan 2

Decisions. The JRC shall ​. The JRC shall operate ​. The representatives of each Party shall have ​. The JRC shall review and discuss the matters before it in good faith such that the perspectives of each Party’s representatives on the JRC are given due consideration. If the JRC ​ or a dispute arises that cannot be resolved within the JRC, ​; provided that ​. For avoidance of doubt, ​.

DESIGN DECISIONS. Decisions regarding the design of the Plan, eligibility to participate in the Plan, and the level of benefits provided to any Participant shall be made in a settlor capacity. Any decision or action related to determining eligibility to participate in the Plan, the level of benefits provided to any Participant, modifying, altering, amending, or terminating the Plan shall be taken on behalf of Interpublic as sponsor of the Plan.

JSC Decisions. The Joint Steering Committee shall work in good faith ​ on any action, decision or other matter for which it has authority under this Agreement, with each Party having one vote. ​. In the event that the Joint Steering Committee does not agree on any such action, decision or other matter within the scope of its responsibility, ​ shall have the final decision-making authority with respect to such action, decision or other matter.

Binding. This Agreement shall be binding on the parties hereto, and their respective heirs, representatives, successors and assigns; and shall inure to the benefit of Borrower and of Lender and Lender’s successors and assigns.

Rules and Decisions. All rules and decisions of the Committee shall be uniformly and consistently applied to all Eligible Employees and Participants under this Plan in similar circumstances and shall be conclusive and binding upon all persons affected by them.

Procedures; Decisions Final. Actions of the Committee shall be made by the vote of a majority of its members. The determination of the Committee on all matters relating to this Plan and any amounts payable thereunder shall be final, binding and conclusive on all parties.

All decisions taken by the Operating Committee pursuant to this clause 5 shall be conclusive and binding on all the Parties, except in the following cases.

All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons who participate in the Plan.