Committee. The Compensation Committee of the Board (or subcommittee thereof) or such other committee (or subcommittee thereof) as shall be appointed by the Board to administer the Plan pursuant to Section 3. The Committee shall consist solely of two (2) or more directors who are # “non-employee directors” (within the meaning of Rule 16b-3 under the Exchange Act) for purposes of exercising administrative authority with respect to Options granted to Participants who are subject to Section 16 of the Exchange Act; # to the extent required by the rules of the New York Stock Exchange or any national stock exchange or automated quotation system on which the Common Stock is then listed or quoted, “independent” within the meaning of such rules; and # at such times as an Option granted under the Plan by the Company is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Options and administration of the Options by a committee of “outside directors” is required to receive such relief) “outside directors” within the meaning of Section 162(m) of the Code.
Committee.Administration. The Plan shall be administered by the Compensation Committee of the Board (or subcommittee thereof) or such other committee (or subcommittee thereof) as shallmay be appointed by the Board from time to administertime for the purpose of administering this Plan, or if no such committee is appointed or acting, the entire Board; provided, however, that the Board, at its discretion or as otherwise necessary to comply with the requirements of [Section 162(m)], of the Code Rule 16b-3 promulgated under the Exchange Act or to the extent required under applicable law or regulation, and if the Plan pursuantis to Section 3. The Committeebe administered by a committee, then such committee shall consist solely of two (2) or more directors who are # “non-members of the Board, each of whom shall each qualify as a non-employee directors” (withindirector within the meaning of Rule 16b-3 under the Exchange Act) for purposes of exercising administrative authority with respect to Options granted to Participants who are subject to Section 16 of the Exchange Act; # to the extent required by the rules of the New York Stock Exchange or anyAct and, if applicable, as an independent director under applicable national stocksecurities exchange or automated quotation system on which the CommonNasdaq Stock is then listed or quoted, “independent” within the meaning of such rules;Market rules, and # at such timesalso qualify as an Option granted under the Plan by the Company is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Options and administration of the Options by a committee of “outside directors” is required to receive such relief) “outside directors”outside director within the meaning of Section 162(l62(m) of the Code.Code and regulations pursuant thereto. For purposes of the Plan, the Board acting in this capacity or the Compensation Committee described in the preceding sentence shall be referred to as the Committee. The Committee shall have the power and authority to grant to eligible persons pursuant to the terms of the Plan: # Stock Options, # Stock Appreciation Rights, # Restricted Stock Awards, # Stock Bonus Awards, # Other Stock-Based Awards, or # any combination of the foregoing (collectively referred to as Awards).
Committee. The Compensation Committee shall be a committee composed of not fewer than two directors of the Board (or subcommittee thereof) or such other committee (or subcommittee thereof) as shall be appointedCompany designated by the Board to administer the Plan pursuant to Section 3. ThePlan. Each member of the Committee shall consist solely of two (2) or more directors who are # “non-employee directors” (withinbe a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act)Act and, for purposesso long as the Stock is listed on the New York Stock Exchange, an “independent director” within the meaning of exercising administrative authority with respect to Options granted to Participants who are subject to Section 16 of the Exchange Act; # to the extent required by the rules[Section 303A] of the New York Stock Exchange Listed Company Manual (or, in each case, any successor term or provision); provided, that any national stock exchangeaction taken by the Committee shall be valid and effective whether or automated quotation system on whichnot members of the Common Stock is then listed or quoted, “independent” withinCommittee at the meaningtime of such rules; and # at such times as an Option granted underaction are later determined not to have satisfied the Plan by the Company is subject to Section 162(m)requirements for membership set forth in this [Section 3.1.2] or otherwise provided in any charter of the Code (toCommittee. Without limiting the extent relief from the limitation of Section 162(m)generality of the Code is sought with respect to Options and administrationforegoing, the Committee may be the Compensation Committee of the Options byBoard or a committee of “outside directors” is required to receive such relief) “outside directors” withinsubcommittee thereof if the meaning of Section 162(m)Compensation Committee of the Code.Board or such subcommittee satisfies the foregoing requirements.
Committee. The“Committee” means the Compensation Committee of the Board (or subcommittee thereof) or such other committee (or subcommittee thereof) as shall be appointed from time to time by the Board to administer the Plan pursuant to Section 3.Plan. The Committee shall consist solely of two (2) or more directors who are #members, each of whom shall qualify as a “non-employee directors” (withindirector,” as the meaning ofterm (or similar or successor term) is defined by Rule 16b-3 under the Exchange Act) for purposes of exercising administrative authority with respect to Options granted to Participants who are subject to Section 16 of the Exchange Act; # to the extent required by the rules of the New York Stock Exchange or any national stock exchange or automated quotation system on which the Common Stock is then listed or quoted, “independent”3, and as an “outside director” within the meaning of such rules; and # at such times as an Option granted under the Plan by the Company is subject toCode Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Options and administration of the Options by a committee of “outside directors” is required to receive such relief) “outside directors” within the meaning of Section 162(m) of the Code.regulations thereunder.
Committee. The(h) Committee means the Compensation Committee of the Board (oror a subcommittee thereof) or such other committee (or subcommittee thereof) as shall be appointedthereof formed by the Compensation Committee to act as the Committee under this Plan; provided, however, that if the Board fails to administerdesignate a Compensation Committee or if there are no longer any members on the Plan pursuant to Section 3. TheCompensation Committee so designated by the Board, or for any other reason determined by the Board, then the Board shall serve as the Committee. While it is intended that the Committee shall consist solely of at least two (2) or more directors who aredirectors, each of whom shall be # “non-a non-employee directors” (withindirector within the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act) for purposesAct, unless administration of exercising administrative authority with respect to Options granted to Participants who are subject to Section 16 of the Exchange Act; # to the extent required by the rules of the New York Stock Exchange or any national stock exchange or automated quotation system on which the Common Stock is then listed or quoted, “independent” within the meaning of such rules; and # at such times as an Option granted under the Plan by non-employee directors is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the Company is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Options and administration of the Options by a committee of “outside directors” is required to receive such relief) “outside directors”Plan, # an outside director within the meaning of Section 162(m) of the Code.Code, and # Independent, the failure of the Committee to be so comprised shall not invalidate any Award that otherwise satisfies the terms of the Plan.
Committee. The Compensation Committee of the Board (or subcommittee thereof) or such other committee (or subcommittee thereof) asPlan shall be appointedadministered by the Board to administeror the Plan pursuant to Section 3. The CommitteeCompensation Committee, which shall consist solelybe composed of two (2) or more directors who are # “non-directors, each of whom is a non-employee directors” (withindirector within the meaning of Rule 16b-33(b)(3) promulgated under the Exchange Act)Act, or any successor definition adopted by the Securities and Exchange Commission, and an outside director within the meaning of Section 162(m) of the Code, or any successor provision thereto. Notwithstanding the foregoing, the Board may delegate responsibility for purposes of exercising administrative authorityadministering the Plan with respect to Options granteddesignated classes of Eligible Persons to different committees consisting of one or more members of the Board, subject to such limitations as the Board deems appropriate, except with respect to Awards to Participants who are subject to Section 16 of the Exchange Act; #Act or Awards granted pursuant to Section 16 of the Plan. Members of any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. To the extent requiredconsistent with applicable law, the Board or the Compensation Committee may authorize one or more officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed by the rules ofBoard or the New York Stock ExchangeCompensation Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any national stock exchange or automated quotation system on which the Common Stock is then listed or quoted, “independent” within the meaning of such rules; and # at such times as an Option granted under the Plan by the Company isperson subject to Section 162(m)16 of the Code (toExchange Act. All references in the extent relief fromPlan to the limitation of Section 162(m) ofCommittee shall be, as applicable, to the Code is sought with respectCompensation Committee or any other committee or any officer to Options and administration ofwhom the Options by a committee of “outside directors” is requiredBoard or the Compensation Committee has delegated authority to receive such relief) “outside directors” withinadminister the meaning of Section 162(m) of the Code.Plan.
Committee. The“Committee” shall mean the Compensation and Stock Option Committee of the Board (or subcommittee thereof) orBoard, if such othera separate committee (or subcommittee thereof) as shall beis appointed by the Board to administerBoard, or, in the Plan pursuant to Section 3. The Committeeabsence of such a separate committee, it shall consist solely of two (2) or more directors who are # “non-employee directors” (withinmean the meaning of Rule 16b-3 under the Exchange Act) for purposes of exercising administrative authority with respect to Options granted to Participants who are subject to Section 16 of the Exchange Act; #Board. If a separate committee is appointed, then to the extent required by Rule 16b-3 promulgated under the rulesExchange Act and any successor thereunder promulgated during the duration of the New York Stock ExchangePlan, the Committee members who approve Awards which would otherwise not qualify for an exemption from Rule 16b-3 shall consist of two or any national stock exchange or automated quotation system on which the Common Stock is then listed or quoted, “independent” within the meaning of such rules; and # at such timesmore “non-employee directors” as an Option granted under the Plandefined by the Company is subject to Section 162(m) of the Code (toRule 16b-3. To the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Options and administration of the Options by a committee of “outside directors” is required to receive such relief) “outside directors” withinsatisfy any applicable requirements of Nasdaq, the meaningCommittee members who approve Awards shall meet the independence requirements of Section 162(m) of the Code.Nasdaq.
Committee. The Compensation CommitteeBoard of Directors of the Board (or subcommittee thereof) or such other committee (or subcommittee thereof)Company (the Board) shall appoint and maintain as shall be appointed by the Board to administeradministrator of the Plan pursuant to Section 3. Thea Committee shall consist solely(the Committee) consisting of two (2)one or more directors who are # “non-employee directors” (within the meaning of Rule 16b-3Independent Directors (as such term is defined under the Exchange Act) for purposes of exercising administrative authority with respect to Options granted to Participants who are subject to Section 16 of the Exchange Act; # to the extent required by the rules of the New YorkNASDAQ Stock Exchange or any national stock exchange or automated quotation system on which the Common StockMarket), # Non-Employee Directors (as such term is then listed or quoted, “independent” within the meaning of such rules;defined in Rule 16b-3) and # Outside Directors (as such term is defined in Section 162(m) of the Code), which shall serve at such times as anthe pleasure of the Board. The Committee, subject to Sections 3, 5 and 6 hereof, shall have full power and authority to designate recipients of Options and restricted stock (Restricted Stock) and to determine the terms and conditions of the respective Option and Restricted Stock agreements (which need not be identical) and to interpret the provisions and supervise the administration of the Plan. The Committee shall have the authority, without limitation, to designate which Options granted under the Plan by the Company is subject to Section 162(m) of the Code (toshall be Incentive Options and which shall be Nonqualified Options. To the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Options and administration of the Options byany Option does not qualify as an Incentive Option, it shall constitute a committee of “outside directors” is required to receive such relief) “outside directors” within the meaning of Section 162(m) of the Code.separate Nonqualified Option.
Committee. The Plan shall be administered by the Compensation Committee of the Board (or subcommittee thereof)Board, or such other committee (or subcommittee thereof) as shall beCommittee, appointed by the Board to administer the Plan pursuant to Section 3. The Committee shall consist solelyconsisting of two (2)three (3) or more directors who are # “non-employee directors” (within the meaning of Rule 16b-3 under the Exchange Act) for purposes of exercising administrative authority with respect to Options granted to Participants who are subject to Section 16members of the Exchange Act; #Board all of whom are intended to the extent required by the rules of the New York Stock Exchange or any national stock exchange or automated quotation system on which the Common Stock is then listed or quoted, “independent” within the meaning of such rules; and # at such times as an Option granted under the Plan by the Company is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Options and administration of the Options by a committee of “outside directors” is required to receive such relief) “outsidebe “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.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 administered by the Board. As used herein, the term “Administrator” means the Board, the Compensation Committee or any of the Board’s other Committees as shall be administering the Plan or any individual delegated authority to act as the Administrator in accordance with this Section 2.
Committee. The“Committee” means the Compensation Committee of the Board (or subcommittee thereof)Board, or such other committee (or subcommittee thereof) as shall be appointedof the Board that is designated by the Board to administerwith the Plan pursuant to Section 3.same or similar authority. The Committee shall consist solelyonly of two (2) or more directorsNon-Employee Directors who are # “non-employee directors” (withinalso qualify as Outside Directors to the meaning ofextent necessary for the Plan to comply with Rule 16b-3 promulgated under the Exchange Act) for purposes of exercising administrative authority with respect to Options granted to Participants who are subject to Section 16 of the Exchange Act; # to the extent required by the rules of the New York Stock ExchangeAct or any national stock exchange or automated quotation system on which the Common Stock is then listed or quoted, “independent” within the meaning of such rules;successor rule and # at such timesto permit Awards that are otherwise eligible to qualify as an Option granted“performance-based compensation” under the Plan by the Company is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Options and administration of the Options by a committee of “outside directors” is required to receive such relief) “outside directors” within the meaning of Section 162(m) of the Code.so qualify.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.