Administration. The Plan is an unfunded deferred compensation arrangement and shall be administered, interpreted and construed by the Committee, provided that the Secretary of the Company shall be authorized to take such ministerial actions as may be necessary to effectuate the instructions of the Committee and the Plan. All elections permitted or required under the Plan will be made by filing a written notice thereof with the Secretary of the Company.
Administration. The Plan shall be administered by the Committee described in Article VIII.
Without derogating from the powers and authorities of the Board detailed in the Plan, the Board and/or the Committee shall have the sole and full discretion and authority, without the need to submit its determinations or actions to the stockholders of the Company for their approval or authorization, unless such approval is required to comply with applicable law, to administer this Israeli Appendix and to take all actions related hereto and to such administration, including without limitation the performance, from time to time and at any time, of any and all of the following:
Administration. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with this Section 3.
Stock Plan Administration Service Providers. Participant understands that the Company may transfer Participant’s Personal Data, or parts thereof, to an independent service provider based in the United States to assist the Company with the implementation, administration and management of the Plan. Participant understands and acknowledges that the Company’s service provider will open an account for Participant to receive and trade Shares acquired under the Plan and that Participant will be asked to agree on separate terms and data processing practices with the service provider, which is a condition of Participant’s ability to participate in the Plan.
Indemnity of Plan Administration Employee. To the full extent permitted by law, the Company shall defend, indemnify and hold harmless each past, present and future member of the Committee and each other Employee who acts in the capacity of an agent, delegate or representative of the Committee under the Plan (hereafter, all such indemnified persons shall be jointly and severally referred to as “Plan Administration Employee”) against, and each Plan Administration Employee shall be entitled without further act on his part to indemnity from the Company for, any and all losses, claims, damages, judgments, settlements, liabilities, expenses and costs (and all actions in respect thereof and any legal or other costs and expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), including the cost of investigating, preparing or defending any pending, threatened or anticipated action, claim, suit or other proceeding, whether or not in connection with litigation in which the Plan Administration Employee is a party (collectively, the “Losses”), as and when incurred, directly or indirectly, relating to, based upon, arising out of, or resulting from his being or having been a Plan Administration Employee; provided, however, that such indemnity shall not include any Losses incurred by such Plan Administration Employee with respect to any matters as to which he is finally adjudged in any such action, suit or proceeding to have been guilty of gross negligence or intentional misconduct in the performance of his duties as a Plan Administration Employee. The foregoing right of indemnification shall be in addition to any liability or obligation that any Employer may otherwise have to the Plan Administration Employee, and shall be in addition to all other rights to which the Plan Administration Employee may be entitled as a matter of law, contract, or otherwise.
Administration Expense. The entire expense of offering and administering the Plan shall be borne by the Company and its participating Subsidiaries.
Committee Administration. The Program shall be administered by the Committee and, to the extent specified herein, the President. The Committee and, to the extent specified herein, the
Policy; Administration. Any current or former Company officer must repay or return their cash bonuses and/or equity awards if: # the Company issues a material restatement of its financial statements, where the restatement was caused by such officer’s intentional misconduct; # such officer was found to be in violation of any restrictive covenants, including, without limitation, any non-compete provisions of any plan or agreement; or # such officer has committed ethical or criminal violations resulting in significant reputational or financial harm to the Company or any of its affiliates. The Committee will consider all factors it deems relevant and exercise its business judgment in determining any appropriate amounts to recoup, up to 100% of compensation awarded, and nothing herein shall require the Committee to seek recoupment of any amount. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the Company and the affected officers, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power and authority to # administer and interpret this Policy; # correct any defect, supply any omission and reconcile any inconsistency in this Policy; and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply with applicable law. The Company shall have the right to recoup compensation pursuant to this Policy regardless of whether any particular compensation plan or agreement references this Policy or otherwise provides for such recoupment. The amount of any recoupment shall be calculated on a pre-tax or post-tax basis, as determined by the Committee. The Committee shall determine, in its sole discretion, the manner and timing in which any the amount of any recoupment shall be recovered from a current or former Company officer in accordance with applicable law, including Section 409A of the Internal Revenue Code of 1986, as amended. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.
Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.
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