Discretion to Accept. The Committee shall have complete authority and discretion, but no obligation, to establish an Account for a Rollover Participant and credit the Account with the amount transferred from the Rollover Participant's account in a Rollover Plan, except that the Committee shall establish an Account for a Rollover Participant for whom benefits and liabilities have been transferred to this Plan from the EBP. Amounts credited to such Accounts are fully subject to the provisions of this Plan; provided, however, that a Rollover Participant from the EBP shall be deemed to have elected to invest his Account in the Stable Value Fund if such Rollover Participant fails to make an investment election. Reference in the Plan to such a crediting as a “rollover” or “transfer” from a Rollover Plan or the EBP is nominal in nature, and confers no additional rights upon a Rollover Participant other than those specifically set forth in the Plan.
Discretion. Any other provision in the Plan to the contrary notwithstanding, # the Committee shall have the right, in its sole discretion, to pay to any Participant an annual incentive payment for such year in an amount based on individual performance or any other criteria or the occurrence of any such event that the Committee shall deem appropriate, and # the Committee may provide for a minimum incentive payment to any or all, or any class of, Participants in respect of any calendar year, regardless of whether any applicable performance objectives are attained.
Knowledge; Discretion. All references herein to a Purchaser’s or the Company’s knowledge shall be deemed to mean the knowledge of such party based on the actual knowledge of such party’s Chief Executive Officer and Chief Financial Officer or such other persons holding equivalent offices. Unless specified to the contrary herein, all references herein to an exercise of discretion or judgment by a Purchaser, to the making of a determination or designation by a Purchaser, to the application of a Purchaser’s discretion or opinion, to the granting or withholding of a Purchaser’s consent or approval, to the consideration of whether a matter or thing is satisfactory or acceptable to a Purchaser, or otherwise involving the decision making of a Purchaser, shall be deemed to mean that such Purchaser shall decide using the reasonable discretion or judgment of a prudent lender.
Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.
Committee Discretion. In all cases the Committee may: # reduce or eliminate the amount of any payment under the Plan that would otherwise be made to any Participant, and # determine that an amount shall be paid under the Plan that is greater than what would apply under the applicable performance goals, based on individual performance or any other criteria that the Committee deems appropriate.
Committee Discretion. The Committee will have full discretion to deny or grant any claim in whole or in part.
Exclusive Discretion. The Plan Administrator (set forth in Section 11(d)) shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons. Upon and after the closing of a Change of Control, the Plan will be interpreted and administered in good faith by one or more members of the Board or other persons or entities designated by the Board prior to or in connection with such Change of Control (the Representative) who shall be the Plan Administrator during such period. All actions taken by the Representative in interpreting the terms of the Plan and administering the Plan upon and after the Change of Control will be final and binding on all Executives. Any references in this Plan to the Board or Plan Administrator with respect to periods following the closing of a Change of Control shall mean the Representative.
Discretion to Reduce or Increase Awards. The Committee, in its sole and absolute discretion, may reduce or increase the amount of any Incentive Compensation Award that would otherwise be payable to a Participant based on such factors as the Committee deems relevant and appropriate.
Plan Administrator’s Right to Exercise Discretion This Section 6.4 shall not prevent the Plan Administrator from exercising, in its discretion, any of the applicable powers and options granted to it under any applicable provision hereof.
Committee Discretion to Determine Annual Awards. The Committee has the sole discretion to determine the standard or formula pursuant to which each Participant’s Annual Award shall be calculated (in accordance with [Sections 4.1 and 4.2]2]), whether all or any portion of the amount so calculated will be paid, and the specific amount (if any) to be paid to each Participant, subject in all cases to the terms, conditions, and limits of the Plan and of any other written commitment authorized by the Committee. The Committee has the sole discretion to increase or reduce an Executive’s Annual Award. The Committee may not, however, increase an Executive’s Annual Award based upon the reduction of another Executive’s Annual Award. To this same extent, the Committee may at any time establish (and, once established, rescind, waive, or amend) additional conditions and terms of payment of Annual Awards (including but not limited to the achievement of other financial, strategic or individual goals or performance measures, which may be objective or subjective) as it may deem desirable in carrying out the purposes of the Plan and may take into account such other factors as it deems appropriate in administering any aspect of the Plan.
Discretion of Company, Board, and Committee. Any decision made or action taken by the Company or by the Board or by the Committee arising out of or in connection with the creation, amendment, construction, administration, interpretation, and effect of the Plan shall be within the absolute discretion of such entity and shall be conclusive and binding upon all persons. No member of the Committee shall have any liability for actions taken or omitted under the Plan by the member or any other person.
Electronic Delivery and Acceptance. The Company may, in its sole and absolute discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means and/or require the Optionee to accept these Options or any future option grant by electronic means. The Optionee hereby consents to receive such documents by electronic delivery and agrees to accept these Options and any future option grant through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth in Section 10 of this Subscription Agreement (the Agreement), in consideration of $15.00 per Share. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Agreement. The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing.
The Company reserves the right to accept or reject any subscription in its sole discretion for any reason whatsoever and to withdraw this Offering at any time prior to the acceptance of the subscriptions received. Subscription funds paid by a Subscriber whose subscription is rejected will be returned promptly, without interest or deduction.
2.5Non-Exclusivity. Contractor will be entitled to accept and perform, in his sole discretion and without notice to or approval by Cantel, any consulting or employment engagements on behalf of any other clients, provided such engagements do not prevent or interfere with Contractors performance of the Services or otherwise prevent Contractor from fulfilling his obligations under this Agreement.
accept or solicit business from or attempt to solicit or accept business from any person that is a customer of Emerson;
accept or enter into or publicly propose to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal;
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