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.

Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations,interpretations and other decisions under or with respect to the PlanPlan, or any AwardAward, shall be within the sole discretion of the Committee, may be made at any timetime, and shall be final, conclusive,conclusive and binding upon all Persons, including the Company, any Employer,Affiliate, any Participant, any holder or beneficiaryBeneficiary of any Award, any Employee,stockholder and any Non-Employee Director.employee of the Company or of any Affiliate.

Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the PlanPlan, any award, or any Awardaward agreement or certificate shall be withinwith and in the sole discretion of the Committee, may be made at any timetime, and shall be final, conclusive, and binding upon all Persons,persons, including the Company, any Employer,affiliate, any Participant,participant, any holder or beneficiary of any Award, any Employee,award, and any Non-Employee Director.employee of the Company or of any affiliate.

All designations, determinations, interpretations,interpretations and other decisions under or with respect to the PlanPlan, Award Agreements or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive,conclusive and binding upon all Persons,persons, including any Employer, any Participant, any holder or beneficiarythe Company, Affiliates, Participants, beneficiaries of any Award, any Employee,Awards and any Non-Employee Director.stockholders of the Company.

Determinations of Committee DiscretionFinal and Binding. Unless otherwise expressly providedAll determinations by the Committee in carrying out and administering the Plan and in construing and interpreting the Plan shall be made in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within theCommittee’s sole discretion of the Committee, may be made at any time and shall be final, conclusive,binding and bindingconclusive for all purposes and upon all Persons, including any Employer, any Participant, any holder or beneficiarypersons interested herein. The Committee’s decisions regarding the amount of any Award, any Employee, and any Non-Employee Director.each Award need not be consistent among Participants.

Determinations by the Committee. All decisions, determinations and interpretations by the Committee Discretion Binding. Unless otherwise expressly provided inregarding 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 designations, determinations, interpretations, andParticipants, Beneficiaries, heirs or other decisionspersons holding or claiming rights under or with respect to the Plan or any AwardAward. The Committee shall be withinconsider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the sole discretionrecommendations or advice of any officer or other employee of the Committee,Company and such attorneys, consultants and accountants as it 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.select.

The determination of the Committee Discretion Binding. Unless otherwise expressly provided in the Plan,on all designations, determinations, interpretations, and other decisions under or with respectmatters relating to the Plan or any Awardand all Awards shall be withinmade in the sole discretion of the Committee, may be made at any time and shall be final, conclusive,conclusive and binding upon all Persons, includingfinal. Neither the Plan Administrator nor any Employer,member of the Committee shall be liable for any Participant,action or determination made in good faith with respect to this Plan or any holder or beneficiary of any Award, any Employee, and any Non-Employee Director.Award.