PRINCIPLES OF THE CONFLICTS
OF LAWS THEREOF.
FOR PURPOSES OF LITIGATING ANY DISPUTE THAT ARISES DIRECTLY OR
INDIRECTLY FROM THE RELATIONSHIP OF THE PARTIES, EVIDENCED BY THIS AWARD OR THE
AGREEMENT, THE PARTIES HEREBY SUBMIT TO AND CONSENT TO THE EXCLUSIVE
JURISDICTION OF THE STATE OF VERMONT AND AGREE THAT SUCH LITIGATION SHALL BE
CONDUCTED ONLY IN THE COURTS OF RUTLAND COUNTY, VERMONT, OR THE FEDERAL COURTS
FOR THE UNITED STATES FOR THE DISTRICT OF VERMONT, AND NO OTHER COURTS, WHERE
THIS AWARD IS MADE AND/OR TO BE PERFORMED.
(I)
ADMINISTRATOR AUTHORITY.
THE COMMITTEE
WILL HAVE 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 AND TO INTERPRET OR REVOKE ANY SUCH RULES (INCLUDING, BUT
NOT LIMITED TO, THE DETERMINATION OF WHETHER OR NOT ANY PERFORMANCE SHARE UNITS
HAVE BEEN EARNED).
ALL ACTIONS TAKEN AND ALL INTERPRETATIONS AND DETERMINATIONS
MADE BY THE COMMITTEE IN GOOD FAITH WILL BE FINAL AND BINDING UPON PARTICIPANT,
THE COMPANY AND ALL OTHER INTERESTED PERSONS.
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