Notwithstanding anything in the Plan to the contrary, including Section 11.12 of the Plan, the validity, construction, interpretation, and enforceability of this Award Agreement and all matters related to the Chairman Retention RSUs, including determinations made pursuant to the terms of the Plan, shall be determined and governed by the laws of the State of New York without giving effect to the principles of conflicts of law, subject to any provision to the contrary in the Letter Agreement.