Administration. The Committee shall be responsible for the administration of the Plan. The Committee, by majority action thereof (whether taken during a meeting or by written consent), shall determine the type or types of Awards to be made under the Plan and shall designate from time to time the Eligible Employees who are to be recipients of such Awards. The Committee is authorized to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company and to make all other determinations necessary or advisable for the administration of the Plan but only to the extent not contrary to the express provisions of the Plan. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final and binding and conclusive for all purposes and upon all persons whomsoever. To the extent deemed necessary or advisable for purposes of Rule 16b-3 or otherwise, the Board (or the independent members of the Board) may act as the Committee hereunder.
Administration.The Plan shall be administered by the Committee. The Committee shall have the authority to select the employees to be responsible forgranted Awards under the administration of the Plan. The Committee, by majority action thereof (whether taken during a meeting or by written consent), shallPlan, to determine the type or typessize 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 undermade, the Planamount of any payments pursuant to such Awards and shall designate from timethe Performance Period to time the Eligible Employees who arewhich they relate, to be recipientsdetermine any employment restrictions on actual receipt of payments pursuant to Awards, to establish performance objectives in respect of such Awards.Performance Periods and to determine whether such performance objectives were attained. The Committee is authorized to interpret the Plan, to prescribe,establish, amend and rescind any rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company and to make allany other determinations that it deems necessary or advisabledesirable for the administration of the Plan. The Committee may correct any defect or omission or reconcile any inconsistency in the Plan but onlyin the manner and to the extent not contrary to the express provisionsCommittee deems necessary or desirable. Any decision of the Plan. Determinations, interpretations, or other actionsCommittee in the interpretation and administration of the 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 or taken by the Committee pursuant to the provisions ofunder the Plan shallneed not be finaluniform and binding and conclusive for all purposes and upon all persons whomsoever. To the extent deemed necessarymay be made selectively among Participants, whether or advisable for purposes of Rule 16b-3 or otherwise, the Board (or the independent members of the Board) may act as the Committee hereunder.not such Participants are similarly situated.
Administration. The Plan shall be administered by the Committee. Subject 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 be responsible forhave full power and authority to: (a) interpret the administration ofPlan and any Award Agreement; (b) establish, amend, and rescind any rules and regulations relating to the Plan. The Committee, by majority action thereof (whether taken during a meeting or by written consent), shallPlan; (c) select Participants; (d) determine the type or types of Awards to be made undergranted to a Participant; (e) establish the Planterms and shall designate from time to timeconditions of any Award consistent with the Eligible Employees who are to be recipientsterms and conditions of such Awards. The Committee is authorized to interpret the Plan, to prescribe, amendPlan; and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed(f) make any other determinations that it deems necessary or advisable to protect the interests of the Company and to make all other determinations necessary or advisabledesirable for the administration of the Plan. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan but onlyor in any Award Agreement in the manner and to the extent not contrary to the express provisionsCommittee deems necessary or desirable. Any decision of the Plan. Determinations, interpretations, or other actions made or taken byCommittee in the Committee pursuant to the provisionsinterpretation and administration of the Plan shall be finalmade in the Committee’s sole and absolute discretion and shall be final, conclusive, and binding on all Participants and conclusive for all purposes and upon all persons whomsoever. To the extent deemed necessary or advisable for purposes of Rule 16b-3 or otherwise, the Board (or the independent members of the Board) may act as the Committee hereunder.other persons.
Administration.The Plan shall be administered by the Committee; provided, that the Board may in any instance perform any of the functions of the Committee hereunder. The Committee shall be responsible forselect the administrationParticipants to receive Awards and shall determine the terms and conditions of the Awards. The Committee shall have authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time consider advisable, and to interpret the provisions of the Plan. The Committee, by majority action thereof (whether taken during a meeting or by written consent), shall determine the type or types of Awards to be made under the Plan and shall designate from time to time the Eligible Employees who are to be recipients of such Awards. The Committee is authorized to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company and to make all other determinations necessary or advisable for the administration of the Plan but only to the extent not contrary to the express provisions of the Plan. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions of the PlanCommittee’s decisions shall be final and binding and conclusive for all purposes and upon all persons whomsoever.binding. To the extent deemed necessarypermitted by applicable law, the Committee may delegate to one or advisable for purposes of Rule 16b-3 or otherwise, the Board (or the independent membersmore executive officers of the Board) may act asCompany the power to make Awards to Participants who are not Reporting Persons or Covered Employees and all determinations under the Plan with respect thereto, provided that the Committee hereunder.shall fix the maximum amount of such Awards for all such Participants and a maximum for any one Participant.
Administration. The Committee shall be responsible for the administrationAdministration of the Plan. The Committee,Plan shall be administered by majority action thereof (whether taken during a meeting or by written consent), shall determine the type or types of Awards to be made under the Plan and shall designate from time to time the Eligible Employees who are to be recipients of such Awards. The Committee is authorized to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interestsCommittee. Any power of the Company and to makeCommittee may also be exercised by the Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. Any or all other determinations necessary or advisable foraspects of the administration of the Plan but onlymay be delegated to one or more officers or Employees, including, without limitation, the authority to grant Awards to Participants who are not Executive Officers, if and to the extent not contrary to the express provisions of the Plan. Determinations, interpretations, or other actions made or takenpermitted by the Committee pursuant to the provisions of the Plan shall be final and binding and conclusive for all purposes and upon all persons whomsoever. To the extent deemed necessary or advisable for purposes of Rule 16b-3 or otherwise, the Board (or the independent members of the Board) may act as the Committee hereunder.applicable law.
Administration. TheAuthority of the Committee. This Plan shall be administered by the Committee except to the extent the Board elects to administer this Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to # adopt, amend, and rescind administrative and interpretive rules and regulations relating to the Plan; # determine the Eligible Persons to whom, and the time or times at which, Awards shall be responsible for the administration of the Plan. The Committee, by majority action thereof (whether taken during a meeting or by written consent), shallgranted; # determine the type or types of Awards to be madegranted to each Eligible Person and the amount of cash or the number of shares of Stock that shall be the subject of each Award; # determine the terms and provisions of each Award Agreement (which need not be identical), and modifications thereto, including provisions defining or otherwise relating to # the term and the period or periods and extent of exercisability of the Options, # the extent to which the transferability of shares of Stock issued or transferred pursuant to any Award is restricted, # except as otherwise provided herein, the effect of termination of employment or other service of a Participant on the Award, and # the effect of approved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service); # accelerate the time of exercisability or vesting of any Award that has been granted; # construe the respective Award Agreements and the Plan; # make determinations of the Fair Market Value of the Stock pursuant to the Plan; # delegate its duties under the Plan and shall designateto such agents as it may appoint from time to timetime; # terminate, modify or amend the Eligible Employees who are to be recipients of such Awards. The Committee is authorized to interpret the Plan, to prescribe, amendPlan; and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company and to# make all other determinationsdeterminations, perform all other acts, and exercise all other powers and authority necessary or advisable for administering the administrationPlan. Subject to Rule 16b-3, section 162(m) of the Plan but onlyCode, and the Nonqualified Deferred Compensation Rules, the Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement in the manner and to the extent not contraryit deems necessary or desirable to carry the Plan into effect, and the Committee shall be the sole and final judge of that necessity or desirability. Any action of the Committee shall be final, conclusive and binding on all Persons, including the Company, its Subsidiaries, stockholders, Participants, and Permitted Transferees under Section 10(a) hereof or other Persons claiming rights from or through a Participant. The express grant of any specific power to the express provisionsCommittee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Plan. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final and binding and conclusive for all purposes and upon all persons whomsoever. To the extent deemed necessary or advisable for purposes of Rule 16b-3 or otherwise, the Board (or the independent members of the Board) may act as the Committee hereunder.Committee.
Administration.Authority of the Committee. The Plan shall be administered by the Committee, except to the extent (and subject to the limitations imposed by Section 3(b) hereof) the Board elects to administer the Plan, in which case the Plan shall be administered by only those members of the Board who are Independent members of the Board, in which case references herein to the Committee shall be deemed to include references to the Independent members of the Board. The Committee shall have full and final authority, subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which need not be responsibleidentical for each Participant) and rules and regulations for the administration of the Plan. The Committee, by majority action thereof (whether taken during a meeting or by written consent), shall determine the type or types of Awards to be made underPlan, construe and interpret the Plan and shall designate from time to time the Eligible Employees who are to be recipients of such Awards. The Committee is authorized to interpret the Plan, to prescribe, amendAward Agreements and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessarycorrect defects, supply omissions, or advisable to protect the interests of the Companyreconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan but onlyPlan. In exercising any discretion granted to the extent not contraryCommittee under the Plan or pursuant to the express provisions of the Plan. Determinations, interpretations, or other actions made or taken byany Award, the Committee pursuantshall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent with the provisionstreatment of the Plan shall be final and binding and conclusive for all purposes and upon all persons whomsoever. To the extent deemed necessaryany other Eligible Persons or advisable for purposes of Rule 16b-3 or otherwise, the Board (or the independent members of the Board) may act as the Committee hereunder.Participants.
Administration. TheSECTION # ADMINISTRATION: Subject to the express provisions of this Plan, the Committee shall be responsible for the administration of the Plan. The Committee, by majority action thereof (whether taken during a meeting or by written consent), shall determine the type or types of Awardshave authority to be made under the Planadminister and shall designate from time to time the Eligible Employees who are to be recipients of such Awards. The Committee is authorized to interpret the Plan, to interpret any Award Agreement, to prescribe, amendamend, and rescind rules and regulations relating to the Plan, to provide for conditionsPlan and assurances deemed necessary or advisable to protect the interests of the Companyany Award Agreement, and to make all other determinations deemed necessary or advisable for the administration of the Plan but only to the extent not contrary to the express provisions of the Plan. Determinations, interpretations, or other actions made or takenAny determination by the Committee pursuant to the provisionsany provision of the Plan shallor of any Award Agreement will be final and bindingconclusive. No member of the Committee will be liable for any such action or determination made in good faith. In exercising its discretion, the Committee may use such objective or subjective factors as it determines to be appropriate in its sole discretion. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and conclusive for all purposes and upon all persons whomsoever.no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee. To the extent permitted by law, the Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee. To the extent of any such delegation, references in this Plan to the Committee will be deemed necessaryto be references to such subcommittee. To the extent permitted by law, the Committee may delegate to one or advisable for purposesmore of Rule 16b-3its members or otherwise, the Board (or the independent membersone or more officers of the Board) may actCompany the authority, subject to terms and conditions as the Committee hereunder.shall determine, to # designate Employees to be recipients of Awards under the Plan and # determine the size of any such Awards; provided, however, that: # the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee who is an officer, member of the Board, or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as determined by the Committee in accordance with Section 16 of the Securities Exchange Act of 1934, as amended; # the resolution providing for such authorization sets forth the total number of Shares such officer(s) may grant; and # the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated. The Company will not be required to issue any fractional Shares pursuant to this Plan; the Committee may provide for the elimination of fractions or for the settlement of fractions in cash.
Administration. The Committee shall be responsible forhave the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (including any Award Agreement) and to otherwise supervise the administration of the Plan. The Committee, byA majority action thereof (whether taken during a meeting or by written consent), shall determine the type or types of Awards to be made under the Plan and shall designate from time to time the Eligible Employees who are to be recipients of such Awards. The Committee is authorized to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the CompanyCommittee shall constitute a quorum, and the acts of a majority of a quorum at any meeting, or acts reduced to make all other determinations necessary or advisable forapproved in writing by a majority of the administrationmembers of the Committee, shall be the valid acts of the Committee. The interpretation and construction by the Committee of any provisions of the Plan but only to the extent not contrary to the express provisions of the Plan. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions ofany Award granted under the Plan shall be final and binding and conclusive for all purposes and upon all persons whomsoever. To the extent deemed necessary or advisable for purposes of Rule 16b-3 or otherwise,Company, the Board (or the independent membersand Participants, including their respective heirs, executors and assigns. No member of the Board) may act asBoard or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or an Award granted hereunder.
Administration. The Committee shall be responsible foradminister the administrationPlan and shall have plenary authority, in its discretion, to grant Awards to Eligible Persons, subject to the provisions of the Plan. The Committee, by majority action thereof (whether taken during a meeting or by written consent),Committee shall have plenary authority and discretion, subject to the provisions of the Plan, to determine the typeEligible Persons to whom Awards shall be granted, the terms (which terms need not be identical) of all Awards, including without limitation the Exercise Price of Options, the time or typestimes at which Awards are granted, the number of AwardsShares covered by Awards, whether an Option shall be an Incentive Stock Option or a Nonqualified Stock Option, any exceptions to non-transferability, any Performance Goals applicable to Awards, any provisions relating to vesting, and the period during which Options may be exercised and Restricted Stock shall be subject to restrictions. In making these determinations, the Committee may take into account the nature of the services rendered or to be made underrendered by Award recipients, their present and potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall have plenary authority to interpret the Plan and shall designate from time to time the Eligible Employees who are to be recipients of such Awards. The Committee is authorized to interpret the Plan, toAgreements, prescribe, amend and rescind rules and regulations relating to the Plan, to provide for conditionsthem, and assurances deemed necessary or advisable to protect the interests of the Company and to make all other determinations deemed necessary or advisable for the administration of the Plan but only to the extent not contrary to the express provisionsand Awards granted thereunder. The determinations of the Plan. Determinations, interpretations, or other actions made or taken byCommittee on the matters referred to in this Section 3 shall be binding and final. The Committee pursuant tomay delegate its authority under this Section 3 and the provisionsterms of the Plan shall be finalto such extent it deems desirable and binding and conclusive for all purposes and upon all persons whomsoever. Tois consistent with the extent deemed necessary or advisable for purposesrequirements of Rule 16b-3 or otherwise, the Board (or the independent members of the Board) may act as the Committee hereunder.applicable law.
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