Common use of Committee Authority Clause in Contracts

Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Performance Shares have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeParticipant, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any portion of the Stock Award has vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any portion of the Performance Share has vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith (including, but not limited to, the determination of whether or not any SARs have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeGrantee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation interpretation, and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Stock Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the EmployeeDirector, the Company Company, and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination determination, or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the The Committee shall not be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation interpretation, and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeParticipant, the Company Company, and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination determination, or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeGrantee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company Omnicom and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, the power and authority discretion to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan this Agreement as are consistent therewithwith the Plan and this Agreement and to interpret or revoke any such rules, including, but not limited to, the determination of whether or not any shares of Restricted Stock Units have vested. All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the EmployeeGrantee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith such connection shall be final and binding upon the EmployeeParticipant, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement Agreement, and to adopt such rules consistent with the Plan for the administration, interpretation and application of the Plan as are consistent therewithand to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeParticipant, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the The Committee shall not be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, power and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeParticipant, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation interpretation, and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the EmployeeDirector, the Company Company, and all other interested persons, and shall be given the maximum deference permitted by law. No member of person acting as the Committee shall will be personally liable for any action, determination determination, or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, ------------------- power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeGrantee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the The Committee shall not be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeDirector, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, the power and authority discretion to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation interpretation, and application of the Plan Agreement as are consistent therewithherewith and with the Plan and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the EmployeeParticipant, the Company Corporation, and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, discretion and authority power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Performance Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the Employeeyou, the Company Sun and all other interested persons, and shall be given the maximum deference permitted by law. No member of the The Committee shall will not be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to ------------------- interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeConsultant, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the The Committee shall not be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. 12.

Committee Authority. The Committee shall have all discretion, power, and authority the power to ------------------- interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeDirector, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, power and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeParticipant, the Company and all other interested persons, persons and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan this Agreement as are consistent therewiththerewith and with the Plan. All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the EmployeeGrantee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan this Agreement as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeOfficer, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination determinations or interpretation interpretations made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeDirector, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Performance Share Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination determinations or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all ------------------- discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeConsultant, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the The Committee shall not be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeDirector, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and the Agreement as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the EmployeeParticipant, the Company Corporation and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan this Agreement as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret the Plan Sub-plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan Sub-plan as are consistent therewith, and to interpret or revoke any such rules, subject to the approval of the Inland Revenue. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan Sub-plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, the exclusive authority and authority discretion to interpret the Plan and this Agreement and Agreement, to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeHolder, the Company and all other interested persons, . The Committee and any member thereof shall be given the maximum deference permitted by law. No member of the Committee shall not be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority the power to interpret ------------------- the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall will have all discretion, power, and authority the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Share Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall will be final and binding upon the EmployeeParticipant, the Company ProLogis and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, powers and authority discretion necessary or appropriate to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewiththerewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation interpretation, and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the EmployeeParticipant, the Company Company, and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination determination, or interpretation made in good faith with respect to the Plan or this Agreement.

Committee Authority. The Committee shall have all discretion, power, full power and authority to interpret adopt such rules, regulations and instruments for the administration of the Plan and this Agreement and to adopt such rules for the administration, interpretation and application conduct of its business as the Committee deems necessary or advisable. The Committee's interpretations of the Plan as are consistent therewith. All Plan, and all actions taken and all interpretations and determinations made by the Committee pursuant to the powers vested in good faith it hereunder, shall be final conclusive and binding upon on all parties concerned, including the EmployeeCompany, its shareowners and any employee of the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreementa Subsidiary.