Committee Composition. The Plan shall be administered by a Committee designated by the Board consisting of not less than three (3) directors who shall be appointed from time to time by the Board, each of whom shall qualify as a Nonemployee Director. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee of the Board or a subcommittee thereof if the Compensation Committee of the Board or such subcommittee satisfies the foregoing requirements.
Committee Composition.Section # Committee. The Plan shall be administered by a Committee designatedcommittee of two or more individuals appointed by the Board consisting of not less than three (3) directors who shall be appointed from time to timeare Non-Employee Directors. Unless otherwise determined by the Board, each of whom shall qualify as a Nonemployee Director. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee shall act as the Committee hereunder. The members of the Committee shall serve at the discretion of the Board. Those members of the Board or a subcommittee thereof ifwho are “independent directors” under the Compensation Committeecorporate governance standards of the Boardprincipal national securities exchange on which the Corporation lists its securities may, in their discretion, take any action and 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 subcommittee satisfiesbody under the foregoing requirements.Plan if he or she is personally affected thereby, unless all members of the Committee or independent directors, as applicable, are similarly affected.
Committee Composition. The Plan shall be administered by a Committee designatedof at least three Directors who are appointed by the Board consisting of not less than three (3) directors who shall be appointed from time to timeDirectors. Unless otherwise determined by the Board, eachBoard of whom shall qualify as a Nonemployee Director. Without limiting the generality of the foregoing, the Committee may beDirectors, the Compensation Committee of the Board or aof Directors (or any subcommittee thereof ifthereof) shall serve as the Compensation CommitteeCommittee, and all of the Boardmembers of the Committee shall be Outside Directors. Notwithstanding the requirement that the Committee consist exclusively of Outside Directors, no action or determination by the Committee or an individual then considered to be an Outside Director shall be deemed void because a member of the Committee or such subcommittee satisfiesindividual fails to satisfy the foregoing requirements.requirements for being an Outside Director, except to the extent required by applicable law.
Committee Composition. The Plan shall be administered by a Committee designated by the Board consisting of not less than three (3) directors who shall be appointed from time to time by the Board, each of whom shall qualify as a Nonemployee Director. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee of the Board or a subcommittee thereof if“Committee” means the Compensation Committee of the Board or such subcommittee satisfiesother committee appointed from time to time by the foregoing requirements.Board to administer the Plan. The Committee shall consist of two or more members, each of whom shall qualify as a “non-employee director,” as the term (or similar or successor term) is defined by Rule 16b-3, and as an “outside director” within the meaning of Code Section 162(m) and regulations thereunder.
Committee Composition. The Plan shall be administered by a Committee designated by the Board consisting of not less than three (3) directors who shall be appointed from time to time by the Board, each of whom shall qualify as a Nonemployee Director. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee of the BoardBoard. The Committee shall consist exclusively of three or a subcommittee thereof if the Compensation Committeemore directors of the Board or such subcommittee satisfiesCompany, who shall meet the foregoing requirements.independence requirements of NASDAQ and the Securities and Exchange Commission and be appointed by the Board. In addition, the composition of the Committee shall satisfy:
Committee Composition. The Plan shall be administered by a Committee designatedappointed by the Board consisting of not less than three (3) directors who shall be appointed from time to timeDirectors, or by the Board, eachBoard of whomDirectors acting as the Committee. The Committee shall qualify as a Nonemployee Director. Without limiting the generalityconsist of two or more directors of the foregoing,Company. In addition, the composition of the Committee shall satisfy such requirements as the Securities and Exchange Commission may beestablish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Compensation Committee of the Board or a subcommittee thereof if the Compensation Committee of the Board or such subcommittee satisfies the foregoing requirements.Exchange Act.
Section # The Committee. The Committee Composition.shall administer the Plan and, subject to the provisions of the Plan and applicable law, may exercise its discretion in performing its administrative duties. The PlanCommittee shall be administered by a Committee designated by the Board consistingconsist of not lessfewer than three (3) directors whoDirectors, and Committee action shall require the affirmative vote of a majority of its members. The members of the Committee shall be appointed from time to time byby, and shall serve at the Board, each of whom shall qualify as a Nonemployee Director. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee ofpleasure of, the Board or a subcommittee thereof if the Compensationof Directors. The Committee shall be composed solely of the Board or such subcommittee satisfies the foregoing requirements.Directors who are both # non-employee directors under Rule 16b-3 and # outside directors under Code Section 162(m)(3)(C)(ii).
Committee Composition. The Plan shall be administered by athe Committee. The Committee designated by the Board consistingshall consist of not less than three (3)two directors whoof the Company, all of whom shall be Non-Employee Directors; provided, however, that, if at any time not all members are Non-Employee Directors, all actions taken by the Committee shall nonetheless be valid for all purposes other than Section 16 of the Exchange Act, if applicable. Committee members shall be appointed from time to time by the Board, each of whomBoard and shall qualify as a Nonemployee Director. Without limitingserve on the generalityCommittee at the pleasure of the foregoing,Board. The functions of the Committee mayspecified in the Plan shall be the Compensation Committee ofexercised by the Board or a subcommittee thereof if and to the Compensationextent that no Committee ofexists which has the Board or such subcommittee satisfiesauthority to so administer the foregoing requirements.Plan.
Committee Composition. The Plan shall be administered by athe Compensation Committee designatedof the Board, or such other Committee, appointed by the Board consisting of not less than three (3) directors whoor more members of the Board all of whom are intended to be “non-employee directors” within the meaning of Section 16 of the Exchange Act and the regulations promulgated thereunder and “outside directors” within the contemplation of 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 appointed from time to timeadministered by the Board, each of whom shall qualify as a Nonemployee Director. Without limitingBoard. As used herein, the generality ofterm “Administrator” means the foregoing, the Committee may beBoard, the Compensation Committee or any of the BoardBoard’s other Committees as shall be administering the Plan or a subcommittee thereof ifany individual delegated authority to act as the Compensation Committee of the Board or such subcommittee satisfies the foregoing requirements.Administrator in accordance with this Section 2.
Committee Composition. The"Committee" means the committee of the Board appointed by the Company to administer the Plan pursuant to Article III, which shall be administered by a Committee designated by the Board consisting of not less than three (3) directors who shall be appointed from time to time by the Board, each of whom shall qualify as a Nonemployee Director. Without limiting the generality of the foregoing, the Committee may be the Compensation and Benefits Committee of the Board orunless a subcommittee thereofis required as provided below or unless the Board determines otherwise. All members of the Committee shall be "independent directors" under applicable stock exchange listing standards. For actions which require that all of the members of the Committee constitute "non‑employee directors" as defined in Rule 16b‑3, or any similar or successor rule, if necessary, the Committee shall consist of a subcommittee of at least two members of the Compensation and Benefits Committee of the Board ormeeting such subcommittee satisfies the foregoing requirements.qualifications.
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