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Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent with the Plan and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee (including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Options are subject) shall be final and binding upon Participant, Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent with the Plan and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee (including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the OptionsRestricted Shares are subject) shall be final and binding upon Participant, Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretationinterpretation, and application of the Plan and this Agreement as are consistent with the Plantherewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee (including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Options are subject) shall be final and binding upon Participant,the Grantee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Administration. The Committee shall have full authority and discretion (subject only to the powerexpress provisions of the Plan) to interpretdecide all matters relating to the Planadministration and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent with the Plan and to interpret or revoke anyAgreement. All such rules. All actions taken and all interpretations andCommittee determinations made by the Committee (including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Options are subject) shall be finalfinal, conclusive and binding upon Participant,the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.Participant.

Administration.Committee Authority. The Committee shallwill have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent with the Plantherewith and to interpret or revoke any such rules.rules (including, but not limited to, the determination of whether or not any Performance Shares have vested). All actions taken and all interpretations and determinations made by the Committee (including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Options are subject) shallin good faith will be final and binding upon Participant,the Employee, the Company and all other interested persons. No member of the Committee shallwill be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

Administration. The Committee shall have the full power and authority to administer and interpret the Plan and to establish rules for its administration including, without limitation, correcting any defect, supplying any omission or reconciling any inconsistency in this AgreementPlan in the manner and to adopt such rules for the administration,extent it shall deem necessary to carry this Plan into effect. All decisions of the Committee on any question concerning the selection of Participants and the interpretation and applicationadministration of the Plan and this Agreement as are consistent with the Plan and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee (including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Options are subject) shall be finalfinal, conclusive, and binding upon Participant, Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.parties.

Administration.Administration by the Committee. The Committee shall have the powerfull power, discretion, and authority to interpret and administer the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as arein a manner consistent with the Plan and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made byPlan’s provisions. However, in no event shall the Committee (includinghave 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 asbeing automatic pursuant to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Options are subject) shall be final and binding upon Participant, Company and all other interested persons. No memberprovisions of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.Plan).

Administration.Administration and Interpretation. The CommitteePlan shall be administered by the Committee, which shall have thefull and exclusive power to interpret the Plan and this AgreementPlan, to grant waivers of restrictions, and to adopt such rulesrules, regulations, and guidelines for carrying out the administration,Plan as it may deem necessary or proper. All questions of interpretation and application of the Plan and this Agreement as are consistent with the Plan and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee (including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Options are subject) shall be final and binding upon Participant, Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faithadministration with respect to the Plan orand this Agreement.Option shall be determined by the Committee, and its determination shall be final and conclusive.

Administration. The Committee shall have the power to interpret the PlanPlan, prescribe, amend, and this Agreementrescind rules relating to it, select eligible Participants, and to adopt such rulestake all other actions necessary for theits administration, interpretation and application of the Plan and this Agreement as are consistent with the Plan and to interpret or revoke any such rules. Allwhich actions taken and all interpretations and determinations made by the Committee (including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Options are subject) shall be final and binding upon Participant, Company and all other interested persons. No memberParticipants. To the extent permitted by law, all members of the CommitteeBoard of Directors, including the members of the Committee, shall be personally liable forindemnified and held harmless by the Company with respect to any loss, cost, liability or expense that may be reasonably incurred in connection with any claim, action, determinationsuit or interpretation madeproceeding which arises by reason of any act or omission under the Plan so long as such act or omission is taken in good faith with respect toand within the Plan or this Agreement.scope of the authority delegated herein.

Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have the powerall powers with respect to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent with the Plan and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee (including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Options are subject) shall be final and binding upon Participant, Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faithit has with respect to the Plan or this Agreement.Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding.

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