As a condition of the granting of the Option , the Optionee and each person who succeeds to the Optionee’s rights hereunder, agrees that any dispute or disagreement which shall arise under or as a result of or pursuant to this Option shall be determined by the Committee in its sole discretion and that any interpretation by the Committee of the terms of this Instrument of Grant shall be final , binding and conclusive . If no Committee is acting , its functions shall be performed by the Board of Directors , and each reference in this Option to the Committee shall, in that event , be deemed to refer to the Board of Directors .