Committee. The Committee shall have the responsibility and authority to control the operation and administration of the Plan in accordance with the terms of the Plan, except with respect to duties and responsibilities specifically allocated to other Fiduciaries.

Meetings. The Joint Steering Committee shall meet ​ (or as otherwise agreed to by the Parties). Such meetings may be conducted in person ​ and by videoconference or by teleconference ​. Each Party shall bear its own expenses in connection with its participation on the JSC.

Following the close of each fiscal year, a hypothetical incentive pool will be established assuming achievement at 100% of target for participants, and the PIP Steering Committee will hold back an amount of the hypothetical incentive pool, in an amount determined by the PIP Steering Committee in its sole discretion, to be established as an Exceptional Impact Pool. For purposes of determining the hypothetical incentive pool, the target for participants who have had a salary, individual target, or status change during the applicable fiscal year will be pro-rated based on the period during the year that the original salary, individual target, or status and the adjusted salary, individual target, or status was applicable.

Any recommendations for exceptions to the provisions of the Plan must be submitted to the PIP Steering Committee for review and are subject to final approval by the Chief Executive Officer. Any exceptions applicable to the ExLT are further subject to approval by the Compensation Committee (and in the case of the Chief Executive Officer, the independent directors of the Board).

Notwithstanding anything in this plan to the contrary, the payment of annual incentives, if any, is solely within the discretion of the PIP Steering Committee and the Board of Directors, except that payment in excess of the plan guidelines will not be made. No employee has any vested right to any such payment.

Prior to or shortly following the beginning of a fiscal year, the Compensation Committee shall establish financial and strategic criteria, targets and related formula(s) with respect to the total Company, which shall apply to the ExLT and other applicable associates, and the PIP Steering Committee shall establish financial and strategic criteria, targets and related formula(s) tied to results below total Company, including targets related to segment, business unit, region, and/or country performance.

Purpose; Formation. Within ​ after the Effective Date, the Parties will establish a joint steering committee (the “JSC”) which will monitor and provide strategic oversight of the activities under this Agreement and facilitate communications between the Parties with respect to the Research, Development, Manufacture and Commercialization of Research Candidates, Development Candidates and Products, all in accordance with this Section 4.2.

The PIP Steering Committee will apply the final business modifiers, and Exceptional Impact Reward Percentage to the individual incentive targets as applicable to determine the final incentive amounts for participants (other than the ExLT). Participants who have been designated as needing performance remediation will receive a reduced incentive amount. The Compensation Committee will approve the final total Company business modifier and will determine the final incentive payments for the ExLT (inclusive of Exceptional Impact awards) in its sole discretion.

Committee Administration. The Program shall be administered by the Committee and, to the extent specified herein, the President. The Committee and, to the extent specified herein, the President shall have complete discretion and authority to administer the Program and to interpret the provisions of the Program. Any determination, decision, or action of the Committee or the President in connection with the construction, interpretation, administration, or application of the Program shall be final, conclusive, and binding upon all persons, and shall be given the maximum deference permitted by law. The Committee may amend or terminate the Program at any time without the consent of any Participant by adoption of a written instrument.

Committee Discretion. Each type of Award may be made alone, in addition to or in relation to any other Award. The terms of each type of Award need not be identical, and the Committee need not treat Participants uniformly. Except as otherwise provided by the Plan or a particular Award, any determination with respect to an Award may be made by the Committee at the time of grant or at any time thereafter.