Common use of Interpretation; Administration Clause in Contracts

Interpretation; Administration. The Committee shall have the ability to (a) construe and interpret this Agreement, (b) establish, amend and revoke rules and regulations for the administration of this Agreement, (c) enforce the provisions under this Agreement, including determining the duration and purposes for leaves of absence which may be granted to a Distributee on an individual basis without constituting a Termination of Service for purposes of this Agreement; (d) cancel, with the consent of the Distributee, outstanding Restricted Shares or as otherwise permitted under the term of this Agreement; (e) exercise its discretion with respect to the powers and rights granted to it as set forth in this Agreement; and (g) generally, exercise such powers and perform such acts as are deemed necessary or advisable to promote the best interests of the Company and ESH REIT with respect to this Agreement. The Committee’s determinations under this Agreement need not be uniform and may be made by it selectively among Distributees who receive Restricted Shares (whether or not such persons are similarly situated). All decisions and determinations by the Committee in the exercise of the above powers shall be final, binding and conclusive upon each Distributee, the Company and ESH REIT. The parties agree that the amount of Distributed Shares as well as the amount of any Unrestricted Shares, Restricted Shares, or Accelerated Shares otherwise due to a Distributee in connection with this Agreement, may be rounded, as appropriate.

Interpretation; Administration. The Committee shall have the ability to (a) construe and interpret this Agreement, (b) establish, amend and revoke rules and regulations for the administration of this Agreement, (c) enforce the provisions under this Agreement, including determining the duration and purposes for leaves of absence which may be granted to a Distributee on an individual basis without constituting a Termination of Service for purposes of this Agreement; (d) cancel, with the consent of the Distributee, outstanding Restricted Shares or as otherwise permitted under the term of this Agreement; (e) exercise its discretion with respect to the powers and rights granted to it as set forth in this Agreement; and (g) generally, exercise such powers and perform such acts as are deemed necessary or advisable to promote the best interests of the Company and ESH REIT with respect to this Agreement. The Committee’s determinations under this Agreement need not be uniform and may be made by it selectively among Distributees who receive Restricted Shares (whether or not such persons are similarly situated). All decisions and determinations by the Committee in the exercise of the above powers shall be final, binding and conclusive upon each Distributee, the Company and ESH REIT. The parties agree that the amount of Distributed Shares as well as the amount of any Unrestricted Shares, Restricted Shares, or Accelerated Shares otherwise due to a Distributee in connection with this Agreement, may be rounded, as appropriate, and may be adjusted for the effects of a tax distribution received in connection with certain pre-IPO restructuring transactions, if any.