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The Plan shall be administered by the Compensation and Human Resources Committee (“Committee”) of the Board of Directors (“Board”) of Commerce, which shall consist solely of two or more directors who are “non-employee directors” under Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, as amended, or any successor provision thereto. The Committee shall have authority in its sole discretion to interpret the Plan, establish rules and procedures thereunder, and make all determinations, including the determination of incentive compensation awards eligible to be deferred under the Plan. All determinations made by the Committee shall be final and binding.

The Plan shall be administered by the Executive Compensation and Human Resources Committee (“Committee”) of the Board of Directors (“Board(herein called the “Committee) each member of Commerce, which shall consist solely of two or more directors who arebe a “non-employee directors”director” as provided under Rule 16b-3(b)(3) promulgated under3 of the Securities Exchange Act of 1934, as amended, or any successor provision thereto.and an “outside director” as provided under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Committee shall have authority in its sole discretion to interpret the Plan, establish rules and procedures thereunder, and make all determinations, includingauthority, consistent with the determination of incentive compensation awards eligible to be deferred under the Plan. All determinations made by the Committee shall be final and binding.Plan:

The Plan shall be administered by the Board or the Compensation and Human Resources Committee (“Committee”) of the Board of Directors (“Board”) of Commerce,Committee, which shall consist solelybe composed of two or more directors who are “non-directors, each of whom is a “non-employee directors” underdirector” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, or any successor definition adopted by the Securities and Exchange ActCommission, and an “outside director” within the meaning of 1934, as amended,Section 162(m) of the Code, or any successor provision thereto. TheNotwithstanding the foregoing, the Board may delegate responsibility for administering the Plan with respect to designated classes of Eligible Persons to different committees consisting of one or more members of the Board, subject to such limitations as the Board deems appropriate, except with respect to Awards to Participants who are subject to Section 16 of the Exchange Act or Awards granted pursuant to Section 16 of the Plan. Members of any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. To the extent consistent with applicable law, the Board or the Compensation Committee may authorize one or more officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed by the Board or the Compensation Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any person subject to Section 16 of the Exchange Act. All references in its sole discretionthe Plan to interpret the Plan, establish rules and procedures thereunder, and make all determinations, including“Committee” shall be, as applicable, to the determination of incentive compensation awards eligibleCompensation Committee or any other committee or any officer to be deferred underwhom the Board or the Compensation Committee has delegated authority to administer the Plan. All determinations made by the Committee shall be final and binding.

Administration. The Plan shall be administered by the Compensation and Human Resources Committee (“Committee”) of the Board or such other committee as may be appointed by the Board from time to time for the purpose of Directors (“Board”)administering this Plan, or if no such committee is appointed or acting, the entire Board; provided, however, that the Board, at its discretion or as otherwise necessary to comply with the requirements of Commerce, which[Section 162(m)], of the Code Rule 16b-3 promulgated under the Exchange Act or to the extent required under applicable law or regulation, and if the Plan is to be administered by a committee, then such committee shall consist solely of two or more directors who are “non-members of the Board, each of whom shall each qualify as a “non-employee directors” underdirector” within the meaning of Rule 16b-3(b)(3) promulgated under3 of the Securities Exchange Act and, if applicable, as an “independent director” under applicable national securities exchange or Nasdaq Stock Market rules, and also qualify as an “outside director” within the meaning of 1934,Section l62(m) of the Code and regulations pursuant thereto. For purposes of the Plan, the Board acting in this capacity or the Compensation Committee described in the preceding sentence shall be referred to as amended, or any successor provision thereto.the “Committee The Committee shall have the power and authority in its sole discretion to interpretgrant to eligible persons pursuant to the Plan, establish rules and procedures thereunder, and make all determinations, includingterms of the determinationPlan: # Stock Options, # Stock Appreciation Rights, # Restricted Stock Awards, # Stock Bonus Awards, # Other Stock-Based Awards, or # any combination of incentive compensation awards eligiblethe foregoing (collectively referred to be deferred under the Plan. All determinations made by the Committee shall be final and binding.as “Awards”).

Section # Committee. The Plan shall be administered by the Compensation and Human Resources Committee (“Committee”) of the Board of Directors (“Board”) of Commerce, which shall consist solelya committee of two or more directorsindividuals appointed by the Board who are “non-employee directors” under Rule 16b-3(b)(3) promulgated underNon-Employee Directors. Unless otherwise determined by the Securities Exchange Act of 1934, as amended, or any successor provision thereto. TheBoard, the Compensation Committee shall have authority in its sole discretion to interpretact as the Plan, establish rules and procedures thereunder, and make all determinations, including the determinationCommittee hereunder. The members of incentive compensation awards eligible to be deferred under the Plan. All determinations made by the Committee shall be finalserve at the discretion of the Board. Those members of the Board who are “independent directors” under the corporate governance standards of the principal national securities exchange on which the Corporation lists its securities may, in their discretion, take any action and binding.exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan as if done or exercised by the Committee. No member of the Committee or the independent directors shall participate in any action taken by such body under the Plan if he or she is personally affected thereby, unless all members of the Committee or independent directors, as applicable, are similarly affected.

The Plan shall be administered byCommittee” means the Compensation and Human Resources Committee (“Committee”) of the Board of Directors (“Board”) of Commerce, whichor such other committee appointed from time to time by the Board to administer the Plan. The Committee shall consist solely of two or more directors who aremembers, each of whom shall qualify as a “non-employee directors” underdirector,” as the term (or similar or successor term) is defined by Rule 16b-3(b)(3) promulgated under3, and as an “outside director” within the Securities Exchange Actmeaning of 1934, as amended, or any successor provision thereto. The Committee shall have authority in its sole discretion to interpret the Plan, establish rulesCode Section 162(m) and procedures thereunder, and make all determinations, including the determination of incentive compensation awards eligible to be deferred under the Plan. All determinations made by the Committee shall be final and binding.regulations thereunder.

THE COMMITTEE. The Plan shall be administered by the Compensation and Human Resources Committee (“Committee”) of the Board of Directors (“Board”) of Commerce, which shall consist solely of two or more directors who are “non-employee directors” under Rule 16b-3(b)(3) promulgated underby any other Committee appointed by the Securities Exchange ActBoard. The members of 1934, as amended, or any successor provision thereto. The Committee shall have authority in its sole discretion to interpret the Plan, establish rules and procedures thereunder, and make all determinations, including the determination of incentive compensation awards eligible to be deferred under the Plan. All determinations made by the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. Notwithstanding any provision contained herein, to the extent that any Award is designed to comply with the Performance-Based Exception, the Committee shall satisfy the requirements contained in [Section 1.162-27(c)(4)])] of the final and binding.regulations promulgated by the Internal Revenue Service under Section 162(m) of the Code. For purposes of granting Awards under the Plan, the Committee shall be composed of not less than the minimum number of persons from time to time required by Rule 16b-3 under the Exchange Act, each of whom shall be a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, or any successor rule or regulation.

The Plan shall be administered by the Compensation and Human Resources Committee (“Committee”)of the Board, or such other Committee, appointed by the Board consisting of three (3) or more members of the Board all of Directors (“Board”) of Commerce, which shall consist solely of two or more directors whowhom are intended to be “non-employee directors” under Rule 16b-3(b)(3) promulgated underwithin the Securitiesmeaning of Section 16 of the Exchange Act and the regulations promulgated thereunder and “outside directors” within the contemplation of 1934, as amended,Section 162(m) of the Code; provided, however, that, if at any time no Compensation Committee or other Committee has been appointed or is eligible to act in the circumstances, the Plan shall be administered by the Board. As used herein, the term “Administrator” means the Board, the Compensation Committee or any successor provision thereto. The Committee shall have authority in its sole discretion to interpretof the Plan, establish rules and procedures thereunder, and make all determinations, including the determination of incentive compensation awards eligible to be deferred under the Plan. All determinations made by the CommitteeBoard’s other Committees as shall be final and binding.administering the Plan or any individual delegated authority to act as the Administrator in accordance with this Section 2.

The Plan shall be administered byCommittee” means the Compensation and Human Resources Committee (“Committee”)of the Board, or such other committee of the Board of Directors (“Board”) of Commerce, whichthat is designated by the Board with the same or similar authority. The Committee shall consist solelyonly of two or more directorsNon-Employee Directors who are “non-employee directors” underalso qualify as Outside Directors to the extent necessary for the Plan to comply with Rule 16b-3(b)(3)3 promulgated under the Securities Exchange Act of 1934, as amended, or any successor provision thereto. The Committee shall have authority in its sole discretionrule and to interpret the Plan, establish rules and procedures thereunder, and make all determinations, including the determination of incentive compensation awardspermit Awards that are otherwise eligible to be deferredqualify as “performance-based compensation” under Section 162(m) of the Plan. All determinations made by the Committee shall be final and binding.Code to so qualify.

The PlanCommittee shall be administered bymean the Leadership Development and Compensation and Human Resources Committee (“Committee”) of the Board or any successor committee of the Board designated by the Board to administer the Plan. The Committee shall be comprised of not less than such number of Directors (“Board”) of Commerce, whichas shall consist solely of two or more directors who are “non-employee directors”be required to permit Awards granted under the Plan to qualify under Rule 16b-3(b)(3) promulgated under the Securities Exchange Act3, and each member of 1934, as amended, or any successor provision thereto. The Committee shall have authority in its sole discretion to interpret the Plan, establish rules and procedures thereunder, and make all determinations, including the determination of incentive compensation awards eligible to be deferred under the Plan. All determinations made by the Committee shall be finala “non-employee director” within the meaning of Rule 16b-3 and binding.an “outside director” within the meaning of [Section 162(m)]. The Company expects to have the Plan administered in accordance with the requirements for the award of “qualified performance-based compensation” within the meaning of [Section 162(m)].

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