The Committee shall administer and interpret the Plan. The Committee shall establish performance objectives in accordance with [Section 4] and shall certify whether such performance objectives have been achieved, subject to the Board’s approval. Any determination made by the Committee under the Plan shall be final and conclusive. The Committee may employ such legal counsel, consultants and agents (including counsel or agents who are employees of the Company or a Subsidiary) as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel, consultant or agent and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including (without limitation) expenses for the engagement of any counsel, consultant or agent, shall be paid by the Company. No member or former member of the Board or the Committee, or any other person involved in the administration of the Plan, shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan other than as a result of such individual's willful misconduct.
The Committee shall administer and interpret the Plan. Any determination made by the Committee under the Plan shall be final and conclusive. The Committee shall establish performance objectives in accordance with [Section 4] and shall certify whether such performance objectives have been achieved, subject to the Board’Board's approval. Any determination made by the Committee under the Plan shall be final and conclusive. The Committee may employ such legal counsel, consultants and agents (including counsel or agents who are employees of the Company or a Subsidiary) as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel, consultant or agent and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including (without limitation) expenses for the engagement of any counsel, consultant or agent, shall be paid by the Company. No member or former member of the Board or the Committee, or any other person involved in the administration of the Plan, shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan other than as a result of such individual's willful misconduct.
The Committee shall administer and interpret the Plan. The Committee shall establish performance objectives in accordance with [Section 4] and shall certify whether such performance objectives have been achieved, subject to the Board’s approval. Any determination made by the Committee under the Plan shall be final and conclusive. The Committee may employ such legal counsel, consultants and agents (including counsel or agents who are employees of the Company or a Subsidiary) as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel,counsel or consultant or agent and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including (without limitation) expensesincluding, without limitation, for the engagement of any counsel, consultant or agent, shall be paid by the Company. No member or former member of the Board or the Committee, or any other person involved in the administration of the Plan,Committee shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan other than as a result of such individual's willful misconduct.
General. The Committee shall administerbe responsible for administering this Plan, subject to this [Article 3] and interpret the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such individuals. The Committee may also establish performance objectivesregulations, provisions, and procedures within the terms of the Plan, as may, in accordance with [Section 4]its sole discretion, be advisable for the administration and shall certify whether such performance objectives have been achieved, subject tooperation of the Board’s approval. Any determinationPlan. All actions taken and all interpretations and determinations made by the Committee under the Plan shall be final and conclusive. The Committee may employ such legal counsel, consultants and agents (including counsel or agents who are employees ofbinding upon the Participants, the Company or a Subsidiary) as it may deem desirable for the administration of the PlanSubsidiary, and may rely upon any opinion received from any such counsel, consultant or agent and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including (without limitation) expenses for the engagement of any counsel, consultant or agent, shall be paid by the Company. No member or former member of the Board or the Committee, or anyall other person involved in the administration of the Plan, shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan other than as a result of such individual's willful misconduct.interested individuals.
The administration and operation of the Plan shall be supervised by the Committee with respect to all matters. The Committee may delegate responsibility for the day-to-day administration and operation of the Plan to such employees of the Company as it shall designate from time to time; provided, however, the Committee may not delegate its responsibilities under [Section 6.1(a)] below. The Committee shall administerinterpret and interpretconstrue any and all provisions of the Plan. The Committee shall establish performance objectives in accordance with [Section 4]Plan and shall certify whether such performance objectives have been achieved, subject to the Board’s approval. Anyany determination made by the Committee under the Plan shall be final and conclusive. The Committee may employ such legal counsel, consultants and agents (including counsel or agents who are employees ofNeither the Company or a Subsidiary) as it may deem desirable forBoard nor the administration of the Plan and may rely uponCommittee, nor any opinion received from any such counsel, consultant or agent and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including (without limitation) expenses for the engagement of any counsel, consultant or agent, shall be paid by the Company. No member or former member of the Board or the Committee, ornor any other person involved in the administrationemployee of the Plan,Company shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan other(other than as a resultacts of such individual'willful misconduct) and the members of the Board and the Committee and the employees of the Company shall be entitled to reimbursement by the Company to the maximum extent permitted by law in respect of any claim, loss, damage or expense (including counsel’s willful misconduct.fees) arising from their acts, omissions and conduct in their official capacity with respect to the Plan.
General. The Committee shall administerbe responsible for administering this Plan, subject to this [Article 3] and interpret the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall establish performance objectives in accordance with [Section 4]be entitled to rely upon the advice, opinions, or valuations of any such individuals. All actions taken and shall certify whether such performance objectives have been achieved, subject to the Board’s approval. Any determinationall interpretations and determinations made by the Committee under the Plan shall be final and conclusive. The Committee may employ such legal counsel, consultantsbinding upon the Participants, the Company, and agents (including counsel or agents who are employees of the Company or a Subsidiary) as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel, consultant or agent and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including (without limitation) expenses for the engagement of any counsel, consultant or agent, shall be paid by the Company. No member or former member of the Board or the Committee, or anyall other person involved in the administration of the Plan, shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan other than as a result of such individual's willful misconduct.interested individuals.
All expenses and interpret the Plan. The Committee shall establish performance objectives in accordance with [Section 4] and shall certify whether such performance objectives have been achieved, subject to the Board’s approval. Any determination madeliabilities incurred by the Committee underin the administration and interpretation of the Plan shall be final and conclusive.borne by the Company. The Committee may employ such legal counsel, consultants and agents (including counselattorneys, consultants, accountants or agents who are employees of the Company or a Subsidiary) as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel, consultant or agent and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including (without limitation) expenses for the engagement of any counsel, consultant or agent, shall be paid by the Company. No member or former member of the Board or the Committee, or any other person involved in the administration of the Plan, shall be liable for any act, omission, interpretation, construction or determination madepersons in connection with the Plan other than as a resultadministration and interpretation of the Plan. The Company, and its officers and directors, shall be entitled to rely upon the advice, opinions or valuations of any such individual's willful misconduct.persons.
The CommitteePlan shall administer and interpretbe administered by the Plan.Committee. The Committee shall establish performance objectives in accordance with [Section 4] and shall certify whether such performance objectives have been achieved,Committee, subject to the Board’s approval. Any determination made byprovisions of the Committee underPlan, shall adopt such rules as it may deem appropriate in order to carry out the purpose of the Plan. All questions of interpretation, administration, and application of the Plan shall be determined by a majority of the members of the Committee, except that the Committee may authorize any one or more of its members, or any officer or employee of the Company, to execute and deliver documents on behalf of the Committee. Any determination under or related to the Plan by the Committee, the Company or their respective designees, as applicable, shall be: # in the sole and absolute discretion of the Committee, the Company or such designees; and # final and conclusive.binding in all matters relating to the Plan and shall not be subject to review by the Participant or any Person. The CommitteeCommittee, from time to time, may employ other agents and delegate to them such legal counsel, consultants and agents (including counseladministration duties as it deems necessary, and, from time to time, may consult with counsel. No member of the Committee or agents who are employeesofficer of the Company or a Subsidiary) as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel, consultant or agent and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including (without limitation) expenses for the engagement of any counsel, consultant or agent, shall be paid by the Company. No member or former member of the Board or the Committee, or any other person involved in the administration of the Plan, shall be liable for any act, omission, interpretation, constructionact done or determination madeomitted to be done by such member or officer or by any other member of the Committee or officer of the Company in connection with the Plan, except for such member’s or officer’s own willful misconduct or as expressly provided by statute. All costs and expenses involved in administration of the Plan other than as a result of such individual's willful misconduct.shall be borne by the Company.
The Committee shall administer and interpretPlan will be administered by the Committee. The Company will pay all costs of administration of the Plan. The Committee shall establish performance objectiveshave sole discretion to interpret the Plan, amend, and rescind rules relating to its implementation and make all determinations necessary for administration of the Plan. Any determination, decision, or action of the Committee in accordanceconnection with [Section 4]the interpretation, administration, or application of the Plan shall be final, conclusive, and shall certify whether such performance objectives have been achieved, subject to the Board’s approval. Any determinationbinding on all persons. The Committee may employ consultants or other persons and rely upon their advice. All actions taken and all determinations made by the Committee under the Planin good faith shall be final and conclusive. The Committee may employ such legal counsel, consultantsbinding upon all Non-Employee Directors, the Company, and agents (including counsel or agents who are employees of the Company or a Subsidiary) as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel, consultant or agent and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including (without limitation) expenses for the engagement of any counsel, consultant or agent, shall be paid by the Company.all interested persons. No member or former member of the Board or the Committee, or any other person involved in the administration of the Plan,Committee shall be personally liable for any act, omission, interpretation, constructionaction, determination, or determinationinterpretation made in connectiongood faith with respect to the Plan other than as a result of such individual's willful misconduct.Plan.
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