Administration by the Committee. The Committee shall have the full power, discretion, and authority to interpret and administer the Plan in a manner consistent with the Plan’s provisions. However, in no event shall the Committee have the power to determine Plan eligibility, or to determine the number, the value, the vesting period, or the timing of Awards to be made under the Plan (all such determinations being automatic pursuant to the provisions of the Plan).
AdministrationThe Plan shall be administered by the Committee. TheSubject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have the full power, discretion,power and authority toto: (a) interpret and administer the Plan in a manner consistent withand any Award Agreement; (b) establish, amend, and rescind any rules and regulations relating to the Plan’s provisions. However, in no event shall the Committee have the power to determine Plan eligibility, or toPlan; (c) select Participants; (d) determine the number, the value, the vesting period,type or the timingtypes of Awards to be made undergranted to a Participant; (e) establish the terms and conditions of any Award consistent with the terms and conditions of the Plan; and (f) make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan (all such determinations being automatic pursuantor in any Award Agreement in the manner and to the provisionsextent the Committee deems necessary or desirable. Any decision of the Plan).Committee in the interpretation and administration of the Plan shall be made in the Committee’s sole and absolute discretion and shall be final, conclusive, and binding on all Participants and other persons.
Administration by4.2Authority of the Committee. The Committee shall have the full power, discretion, andexclusive authority to interpretadminister and administerconstrue the Plan in a manner consistentaccordance with the Plan’its provisions. The Committee’s provisions. However, in no eventauthority shall the Committee haveinclude, without limitation, the power to # determine persons eligible for Awards, # prescribe the terms and conditions of the Awards, # interpret the Plan eligibility,and the Awards, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith and # interpret, amend or to determine the number, the value, the vesting period,revoke any such rules. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or the timingany part of Awards to be madeits authority and powers under the Plan (all such determinations being automatic pursuantto one or more officers of the Company to the provisions of the Plan).extent permitted by law.
AdministrationCommittee Authority. Unless otherwise determined by the Committee. The Committee shall have the full power, discretion,Board and authority to interpret and administer the Plan in a manner consistent with the Plan’s provisions. However, in no event shall the Committee have the power to determine Plan eligibility, or to determine the number, the value, the vesting period, or the timing of Awards to be made under the Plan (all such determinations being automatic pursuantsubject to the provisions of the Plan).Plan, the Committee and the Administrator (subject to the Committees ability to restrict the Administrator) shall have the authority and full discretionary power to: # designate eligible Participants, and make Awards; # determine the size of Awards as specified herein; # administer, construe and interpret the Plan; # prescribe, amend and rescind rules and regulations, agreements, terms, and notices hereunder (but not unilateral modifications to existing Awards without the affected Participants written consent); and # make all other determinations necessary or advisable in its discretion for the administration of the Plan. Any actions of the Committee with respect to the Plan shall be conclusive and binding upon all persons interested in the Plan. The Committee and Administrator may each appoint agents and delegate authority as advisable to administer the Plan.
Administration by4.2Authority of the Committee. The Committee shall have the full power, discretion, andexclusive authority to interpretadminister and administerconstrue the Plan in a manner consistentaccordance with the Plan’its provisions. The Committee’s provisions. However, in no eventauthority shall the Committee haveinclude, without limitation, the power to # determine persons eligible for Awards, # prescribe the terms and conditions of the Awards, # interpret the Plan eligibility,and the Awards, # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith and # interpret, amend or revoke any such rules. With respect to any Award that is intended to qualify as “performance-based compensation” within the meaning of section 162(m) of the Code, the Committee shall have no discretion to increase the amount of compensation that otherwise would be due upon attainment of a Performance Goal, although the Committee may have discretion to deny an Award or to determineadjust downward the number,compensation payable pursuant to an Award, as the value, the vesting period,Committee determines in its sole judgment. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or the timingany part of Awards to be madeits authority and powers under the Plan (all such determinations being automatic pursuantto one or more officers of the Company to the provisions of the Plan).extent permitted by law.
Administration by the Committee.Administration. The Committee shall have the full power, discretion,power and authority to interpretadminister and administerinterpret the Plan and to establish rules for its administration including, without limitation, correcting any defect, supplying any omission or reconciling any inconsistency in athis Plan in the manner consistent withand to the Plan’s provisions. However, in no eventextent it shall deem necessary to carry this Plan into effect. All decisions of the Committee haveon any question concerning the power to determine Plan eligibility, or to determineselection of Participants and the number, the value, the vesting period, or the timinginterpretation and administration of Awards to be made under the Plan (all such determinations being automatic pursuant to the provisions of the Plan).shall be final, conclusive, and binding upon all parties.
AdministrationThe Plan shall be administered by the Committee. The Committee shall have full authority to administer the full power, discretion, andPlan, including the discretionary authority to interpret and administerconstrue all provisions of the Plan, to resolve all questions of fact arising under the Plan, and to adopt such rules and regulations for administering the Plan in a manner consistent with the Plan’s provisions. However, in no event shallas it may deem necessary or appropriate. Decisions of the Committee have the power to determine Plan eligibility, or to determine the number, the value, the vesting period, or the timing of Awards toshall be madefinal and binding on all parties. The Committee may delegate administrative responsibilities under the Plan (all such determinations being automatic pursuant to the provisionsappropriate officers or employees of the Plan).Company. All expenses of the Plan shall be borne by the Company.
AdministrationThe Plan shall be administered by the Committee. The Committee shall have the full power, discretion, and authority to select the employees to be granted Awards under the Plan, to determine the size and terms of an Award (subject to the limitations imposed on Awards in [Section 5] below), to modify the terms of any Award that has been granted, to determine the time when Awards will be made, the amount of any payments pursuant to such Awards and the Performance Period to which they relate, to determine any employment restrictions on actual receipt of payments pursuant to Awards, to establish performance objectives in respect of such Performance Periods and to determine whether such performance objectives were attained. The Committee is authorized to interpret the Plan, to establish, amend and administerrescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or omission or reconcile any inconsistency in the Plan in athe manner consistent withand to the Plan’s provisions. However, in no event shallextent the Committee havedeems necessary or desirable. Any decision of the power to determine Plan eligibility, or to determineCommittee in the number,interpretation and administration of the value,Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. Determinations made by the vesting period, or the timing of Awards to be madeCommittee under the Plan (allneed not be uniform and may be made selectively among Participants, whether or not such determinations being automatic pursuant to the provisions of the Plan).Participants are similarly situated.
Administration by the Committee. The Committee shall have authority in its discretion to interpret the full power, discretion,provisions of the Plan and to decide all questions of fact arising in its application. Except as otherwise expressly provided in the Plan, the Committee shall have authority to interpret and administerselect the Plan in a manner consistent with the Plan’s provisions. However, in no eventpersons to whom Awards shall the Committee have the power to determine Plan eligibility, or to determine the number, the value, the vesting period, or the timing of Awards to be made under the Plan; to determine whether and to what extent Awards shall be made under the Plan; to determine the types of Award to be made and the amount, size, terms and conditions of each such Award; to determine the time when the Awards shall be granted; to determine whether, to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award under the Plan (allshall be deferred either automatically or at the election of the Participant; to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; and to make all other determinations being automatic pursuantnecessary or advisable for the administration and interpretation of the Plan. The Committee, in its sole discretion, may determine that an Award will be immediately exercisable or vested, in whole or in part, or that all or any portion may not be exercised until a date, or dates, subsequent to its date of grant, or until the occurrence of one or more specified events, including the attainment of performance criteria, subject in any case to the provisionsterms of the Plan).Plan. If the Committee imposes conditions upon exercise or vesting, then subsequent to the date of grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Award may be exercised or may vest. Notwithstanding anything in the Plan to the contrary, in the event that the Committee determines that it is advisable to grant Awards which shall not qualify for the exception for performance-based compensation from the tax deductibility limitations of Section 162(m) of the Code, the Committee may make such grants or Awards, or may amend the Plan to provide for such grants or Awards, without satisfying the requirements of Section 162(m) of the Code.
Administration by the Committee.Committee Authority. The Committee shall have the full power, discretion,all powers and authoritydiscretion necessary or appropriate to interpret and administer the Plan in a manner consistent with the Plan’s provisions. However, in no event shall the Committee haveand to control its operation, including, but not limited to, the power to # determine Plan eligibility,which Employees shall be granted Awards in respect of a Performance Period, # prescribe the terms and conditions of Awards, including whether, to what extent, and under what circumstances Awards may be forfeited or to determine the number, the value, the vesting period,suspended, # interpret, administer, reconcile any inconsistency or the timing of Awards to be made undercorrect any defect in the Plan (all such determinations being automaticand/or any Award granted thereunder (including, without limitation, any agreement pursuant to which such Award is granted), # adopt rules for the provisionsadministration, interpretation and application of the Plan).Plan as are consistent therewith, # interpret, amend, or revoke any such rules, and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration and/or operation of the Plan. The Committee may exercise its powers and discretion hereunder in a non-uniform manner among Participants.
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