Administration of the Plan Contract Clauses (1,365)
Grouped Into 11 Collections of Similar Clauses From Business Contracts
This page contains Administration of the Plan clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Administration of the Plan. The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to: (a) Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; (b) Determine which Employees, directors and... Consultants shall be granted Stock Rights; (c) Determine the number of Shares for which a Stock Right or Stock Rights shall be granted; (d) Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted; (e) Amend any term or condition of any outstanding Stock Right, including, without limitation, to reduce or increase the exercise price or purchase price, accelerate the vesting schedule or extend the expiration date, provided that (i) such term or condition as amended is permitted by the Plan; (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without such Participant's consent or in the event of death of the Participant the Participant's Survivors; and (iii) any such amendment shall be made only after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual vesting limitation contained in Section 422(d) of the Code and described in Paragraph 6(b)(iv) below with respect to ISOs and pursuant to Section 409A of the Code; (f) Buy out for a payment in cash or Shares, a Stock Right previously granted and/or cancel any such Stock Right and grant in substitution therefor other Stock Rights, covering the same or a different number of Shares and having an exercise price or purchase price per share which may be lower or higher than the exercise price or purchase price of the cancelled Stock Right, based on such terms and conditions as the Administrator shall establish and the Participant shall accept; and (g) Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right; provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee. To the extent permitted under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion 4 of its responsibilities and powers to any other person selected by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the Company or to any "officer" of the Company as defined by Rule 16a-1 under the Exchange Act.View More
Administration of the Plan. The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to: (a) 3 a. Interpret the provisions of the Plan and all or of any Option or Stock Rights Grant and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; (b) b. Determ...ine which Employees, directors and Consultants consultants shall be granted Stock Rights; (c) c. Determine the number of Shares for which a Stock Right or Stock Rights shall be granted; (d) d. Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted; (e) Amend any term or condition of any outstanding Stock Right, including, without limitation, to reduce or increase the exercise price or purchase price, accelerate the vesting schedule or extend the expiration date, provided that (i) such term or condition as amended is permitted by the Plan; (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without such Participant's consent or in the event of death of the Participant the Participant's Survivors; and (iii) any such amendment shall be made only after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual vesting limitation contained in Section 422(d) of the Code and described in Paragraph 6(b)(iv) below with respect to ISOs and pursuant to Section 409A of the Code; (f) Buy out for a payment in cash or Shares, a Stock Right previously granted and/or cancel any such Stock Right and grant in substitution therefor other Stock Rights, covering the same or a different number of Shares and having an exercise price or purchase price per share which may be lower or higher than the exercise price or purchase price of the cancelled Stock Right, based on such terms and conditions as the Administrator shall establish and the Participant shall accept; and (g) e. Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Affiliate Company or to Plan Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights Options or Shares issuable pursuant to a Stock Right; acquired upon exercise of Options. provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee. To the extent permitted If permissible under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion 4 of its responsibilities and powers to any other person selected by it. The Board of Directors or the Committee may revoke any Any such allocation or delegation at any time. Notwithstanding the foregoing, only may be revoked by the Board of Directors or the Committee shall be authorized to grant a Stock Right to at any director of the Company or to any "officer" of the Company as defined by Rule 16a-1 under the Exchange Act. time. View More
Administration of the Plan. The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Notwithstanding the foregoing, the Board of Directors may not take any action that would cause any outstanding Stock Right that would otherwise qualify as performance-based compensation under Section 162(m) of the Code to fail to so qualify. Subject to the provisions of the Plan, the Administrat...or is authorized to: (a) a. Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; (b) (1) All share amounts reflects a 1-for-35 reverse stock split effected by the Company on July 22, 2016. 6 b. Determine which Employees, directors and Consultants shall be granted Stock Rights; (c) c. Determine the number of Shares for which a Stock Right or Stock Rights shall be granted; (d) provided, however, that in no event shall Stock Rights with respect to more than 571,428 Shares be granted to any Participant in any fiscal year; d. Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted; (e) e. Determine Performance Goals no later than such time as required to ensure that a Performance-Based Award which is intended to comply with the requirements of Section 162(m) of the Code so complies; f. Amend any term or condition of any outstanding Stock Right, including, without limitation, to reduce or increase other than reducing the exercise price or purchase price, accelerate the vesting schedule or extend the expiration date, provided that (i) such term or condition as amended is permitted not prohibited by the Plan; (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without such Participant's consent or in the event of death of the Participant the Participant's Survivors; and (iii) any such amendment shall be made only after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual vesting limitation contained in Section 422(d) of the Code and described in Paragraph 6(b)(iv) below with respect to ISOs and pursuant to Section 409A of the Code; (f) Buy out for a payment g. Make any adjustments in cash or Shares, a Stock Right previously granted and/or cancel the Performance Goals included in any Performance-Based Awards provided that such Stock Right and grant in substitution therefor other Stock Rights, covering adjustments comply with the same or a different number requirements of Shares and having an exercise price or purchase price per share which may be lower or higher than the exercise price or purchase price Section 162(m) of the cancelled Stock Right, based on such terms Code; and conditions as the Administrator shall establish and the Participant shall accept; and (g) h. Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right; provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. ISOs and in accordance with Section 162(m) of the Code for all other Stock Rights to which the Committee has determined Section 162(m) is applicable. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee. 7 To the extent permitted under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion 4 of its responsibilities and powers to any other person selected by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the Company or to any "officer" of the Company as defined by Rule 16a-1 under the Exchange Act. View More
Administration of the Plan. The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to: (a) a. Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; (b) b. Determine which Employees, directo...rs and Consultants consultants shall be granted Stock Rights; (c) c. Determine the number of Shares for which a Stock Right or Stock Rights shall be granted; (d) provided, however, that in no event shall Stock Rights with respect to more than 200,000 Shares be granted to any Participant in any fiscal year; d. Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted; (e) Amend any term or condition of any outstanding Stock Right, including, without limitation, to reduce or increase the exercise price or purchase price, accelerate the vesting schedule or extend the expiration date, provided that (i) such term or condition as amended is permitted by the Plan; (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without such Participant's consent or in the event of death of the Participant the Participant's Survivors; and (iii) any such amendment shall be made only after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual vesting limitation contained in Section 422(d) of the Code and described in Paragraph 6(b)(iv) below with respect to ISOs and pursuant to Section 409A of the Code; (f) Buy out for a payment in cash or Shares, a Stock Right previously granted and/or cancel any such Stock Right and grant in substitution therefor other Stock Rights, covering the same or a different number of Shares and having an exercise price or purchase price per share which may be lower or higher than the exercise price or purchase price of the cancelled Stock Right, based on such terms and conditions as the Administrator shall establish and the Participant shall accept; and (g) e. Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Affiliate Company or to Plan Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right; provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee. To the extent permitted under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion 4 of its responsibilities and powers to any other person selected by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time. 2 5. ELIGIBILITY FOR PARTICIPATION. The Administrator will, in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be an Employee, director or consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, only the Board Administrator may authorize the grant of Directors or the Committee shall be authorized to grant a Stock Right to any a person not then an Employee, director or consultant of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees. Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any "officer" Employee, director or consultant of the Company as defined by Rule 16a-1 under the Exchange Act. or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights. View More
Administration of the Plan. (a) Administrator. The Plan shall be administered by the Administrator. (b) Powers of Administrator. The Administrator shall have all powers necessary to enable it properly to carry out its duties with respect to the complete control of the administration of the Plan. Not in limitation, but in amplification of the foregoing, the Administrator shall have the power and authority in its discretion to: (i) construe the Plan to determine all questions that shall arise as to interpretations of the Pla...n's provisions; (ii) determine which individuals are and are not Covered Executives, determine the benefits to which any Covered Executives may be entitled, the eligibility requirements for participation in the Plan and all other matters pertaining to the Plan; (iii) adopt amendments to the Plan which are deemed necessary or desirable to comply with all applicable laws and regulations, including but not limited to Code Section 409A and the guidance thereunder; (iv) make all determinations it deems advisable for the administration of the Plan, including the authority and ability to delegate administrative functions to a third party; (v) decide all disputes arising in connection with the Plan; and (vi) otherwise supervise the administration of the Plan. (c) All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Covered Executives.View More
Administration of the Plan. (a) Administrator. The Plan shall be administered by the Administrator. (b) Powers of Administrator. The Administrator shall have all powers necessary to enable it properly to carry out its duties with respect to the complete control of the administration of the Plan. Not in limitation, but in amplification of the foregoing, the Administrator shall have the power and authority in its discretion to: (i) construe the Plan to determine all questions that shall arise as to interpretations of the Pla...n's provisions; (ii) determine which individuals are and are not Covered Executives, Eligible Participants, determine the benefits to which any Covered Executives Eligible Participants may be entitled, the eligibility requirements for participation in the Plan and all other matters pertaining to the Plan; (iii) adopt amendments to the Plan which are deemed necessary or desirable to comply with all applicable laws and regulations, including but not limited to Code Section 409A of the Code and the guidance thereunder; 3 (iv) make all determinations it deems advisable for the administration of the Plan, including the authority and ability to delegate administrative functions to a third party; (v) decide all disputes arising in connection with the Plan; and (vi) otherwise supervise the administration of the Plan. (c) All decisions and interpretations of the Administrator shall be conclusive and binding on all persons, including the Company and Covered Executives. Eligible Participants. Notwithstanding the foregoing, the Administrator may determine at any time that an Eligible Participant should no longer be designated as such as a result of a material change in such Eligible Participant's role, and such individual shall cease to be eligible to participate in the Plan upon the Administrator taking action by resolution to update Schedule C hereto. The provisions of this Section 5 shall apply in lieu of, and 4 expressly supersede, the provisions of Section 4 regarding severance payments and benefits upon a termination of employment, if such termination of employment occurs within the Change in Control Period. This Section 5 shall terminate and be of no further force or effect beginning immediately following the end of the Change in Control Period. View More
Administration of the Plan. (a) Administrator. The Plan shall be administered by the Administrator. (b) Powers of Administrator. The Administrator shall have all powers necessary to enable it properly to carry out its duties with respect to the complete control of the administration of the Plan. Not in limitation, but in amplification of the foregoing, the Administrator shall have the power and authority in its discretion to: (i) construe the Plan to determine all questions that shall arise as to interpretations of the Pla...n's provisions; (ii) determine which individuals are and are not Covered Executives, designate an individual as a Tier 2 Executive, determine the benefits to which any Covered Executives may be entitled, the eligibility requirements for participation in the Plan and all other matters pertaining to the Plan; (iii) adopt amendments to the Plan which are deemed necessary or desirable to comply with all applicable laws and regulations, including but not limited to Code Section 409A and the guidance thereunder; (iv) make all determinations it deems advisable for the administration of the Plan, including the authority and ability to delegate administrative functions to a third party; (v) decide all disputes arising in connection with the Plan; and (vi) otherwise supervise the administration of the Plan. (c) All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Covered Executives. 4 4. Eligibility. All Covered Executives who have executed and submitted to the Company a Participation Agreement, and satisfied such other requirements as may be determined by the Administrator, are eligible to participate in the Plan. The Administrator may determine at any time that a Covered Executive should no longer be designated as eligible as a result of a material change in such Covered Executive's role, and such individual shall cease to be eligible to participate in the Plan upon the Administrator taking action by resolution to update the applicable Exhibit hereto. View More
Administration of the Plan. (a) Administrator. The Plan shall be administered by the Administrator. (b) Powers of Administrator. The Subject to the provisions of Section 19, the Administrator shall have all powers necessary to enable it properly to carry out its duties with respect to the complete control of the administration of the Plan. Not in limitation, but in amplification of the foregoing, the Administrator shall have the power and authority in its discretion to: 2 (i) construe the Plan to determine all questions th...at shall arise as to interpretations of the Plan's provisions; (ii) determine which individuals are and are not Covered Executives, determine Participants, the benefits to which any Covered Executives Participants may be entitled, the eligibility requirements for participation in the Plan and all other matters pertaining to the Plan; (iii) adopt amendments to the Plan which are deemed necessary or desirable to comply with all applicable laws and regulations, including but not limited to Code Section 409A of the Code and the guidance thereunder; (iv) make all determinations it deems advisable for the administration of the Plan, including the authority and ability to delegate administrative functions to a third party; (v) decide all disputes arising in connection with the Plan; (vi) in the event of an impending Change in Control, the Administrator may appoint a person (or persons) independent of the third-party effectuating the Change in Control to be the Administrator effective upon the occurrence of a Change in Control (which may be one or more members of the Company's Board of Directors prior to such Change in Control) and (vi) such Administrator shall not be removed or modified following a Change in Control, other than at its own initiative (the "Independent Administrator"); and (vii) otherwise supervise the administration of the Plan. (c) If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent (by the Company or the Administrator), or as determined by the Administrator in its sole and absolute discretion, the provision shall be considered ambiguous and shall be interpreted by the Administrator and all Plan representatives in a fashion consistent with its intent, as determined in the sole and absolute discretion of the Administrator, but in no event shall such interpretation result in a vesting of Plan benefits. (d) All decisions and interpretations of the Administrator (including the Independent Administrator) shall be final and binding on all persons, including the Company and Covered Executives. Participants; provided that in the event that no Independent Administrator is appointed, any determination after a Change in Control by the Administrator of whether "Cause" or "Good Reason" exists shall be subject to de novo review. View More
Administration of the Plan. (a) Administration by the Committee. The Committee shall be responsible for the management and control of the operation and the administration of the Plan, including interpretation of the Plan, decisions pertaining to eligibility to participate in the Plan, computation of severance benefits, granting or denial of severance benefit claims and review of claims denials. The Committee has absolute discretion in the exercise of its powers and responsibilities. For this purpose, the Committee's powers... shall include the following authority, in addition to all other powers provided by the Plan: (i) to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan; (ii) to interpret the Plan, the Committee's interpretation thereof to be final and conclusive on all persons claiming benefits under the Plan; (iii) to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan; (iv) to make a determination as to the right of any person to a benefit under the Plan (including to determine whether and when there has been a termination of an Eligible Executive's employment and the cause of such termination); (v) to appoint such agents, counsel, accountants, consultants, claims administrator and other persons as may be required to assist in administering the Plan; (vi) to allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation, delegation or designation to be in writing; (vii) to sue or cause suit to be brought in the name of the Plan; and (viii) to obtain from the Company, its Affiliates and from Eligible Executives such information as is necessary for the proper administration of the Plan. (b) Indemnification of the Committee. The Company shall, without limiting any rights that the Committee may have under the Company's charter or bylaws, applicable law or otherwise, indemnify and hold harmless the Committee and each member thereof (and any other individual acting on behalf of the Committee or any member thereof) against any and all expenses and liabilities arising out of such person's administrative functions or fiduciary responsibilities, excepting only expenses and liabilities arising out of the person's own gross negligence or willful misconduct. Expenses against which such person shall be indemnified hereunder include the amounts of any settlement, judgment, attorneys' fees, costs of court, and any other related charges reasonably incurred in connection with a claim, proceeding, settlement, or other action under the Plan. (c) Compensation and Expenses. The Committee shall not receive additional compensation with respect to services for the Plan. To the extent required by applicable law, but not otherwise, the Committee shall furnish bond or security for the performance of their duties hereunder. Any expenses properly incurred by the Committee incident to the administration, termination or protection of the Plan, including the cost of furnishing bond, shall be paid by the Company.View More
Administration of the Plan. (a) Administration by the Committee. The Committee shall be responsible for the management and control of the operation and the administration of the Plan, including interpretation of the Plan, decisions pertaining to eligibility to participate in the Plan, computation of severance benefits, granting or denial of severance benefit claims and review of claims denials. The Committee has absolute discretion in the exercise of its powers and responsibilities. For this purpose, the Committee's powers... shall include the following authority, in addition to all other powers provided by the Plan: (i) to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan; 5 (ii) to interpret the Plan, the Committee's interpretation thereof to be final and conclusive on all persons claiming benefits under the Plan; (iii) to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan; Plan, and to designate each Eligible Executive as either a Tier 1 Executive or a Tier 2 Executive; (iv) to make a determination as to the right of any person to a benefit under the Plan (including to determine whether and when there has been a termination of an Eligible Executive's employment and the cause of such termination); (v) to appoint such agents, counsel, accountants, consultants, claims administrator and other persons as may be required to assist in administering the Plan; (vi) to allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation, delegation or designation to be in writing; (vii) to sue or cause suit to be brought in the name of the Plan; and (viii) to obtain from the Company, its Affiliates and from Eligible Executives such information as is necessary for the proper administration of the Plan. (b) Indemnification of the Committee. The Company shall, without limiting any rights that the Committee may have under the Company's charter or bylaws, applicable law or otherwise, indemnify and hold harmless the Committee and each member thereof (and any other individual acting on behalf of the Committee or any member thereof) against any and all expenses and liabilities arising out of such person's administrative functions or fiduciary responsibilities, excepting only expenses and liabilities arising out of the person's own gross negligence or willful misconduct. Expenses against which such person shall be indemnified hereunder include the amounts of any settlement, judgment, attorneys' fees, costs of court, and any other related charges reasonably incurred in connection with a claim, proceeding, settlement, or other action under the Plan. (c) Compensation and Expenses. The Committee shall not receive additional compensation with respect to services for the Plan. To the extent required by applicable law, but not otherwise, the Committee shall furnish bond or security for the performance of their duties hereunder. Any expenses properly incurred by the Committee incident to the administration, termination or protection of the Plan, including the cost of furnishing bond, shall be paid by the Company. (d) Plan Year. The plan year for the Plan shall be the 12-month period beginning each January 1; provided, however, that the first plan year for the Plan shall begin on the Effective Date and shall end on December 31, 2018. 6 4. Eligibility. Only individuals who are Eligible Executives may participate in the Plan. The Committee has full and absolute discretion to determine and select which employees of the Company and its Affiliates are Eligible Executives. Once an employee has been designated as an Eligible Executive, he or she shall automatically continue to be an Eligible Executive until he or she ceases to be an employee or is removed as an Eligible Executive by the Committee; provided, however, that if an employee is an Eligible Executive as of the date of a Change in Control, then he or she may not be removed as an Eligible Executive by the Committee during the 12-month period following the date of such Change in Control. The Plan shall supersede all prior practices, policies, procedures and plans relating to severance benefits from the Company and its Affiliates with respect to the Eligible Executives. View More
Administration of the Plan. (a) Administration by the Committee. The Committee Plan Administrator shall be responsible for the management and control of the operation and the administration of the Plan, including interpretation of the Plan, decisions pertaining to eligibility to participate in the Plan, computation of severance benefits, granting or denial of severance benefit claims claims, and review of claims denials. The Committee Plan Administrator has absolute discretion in the exercise of its powers and responsibili...ties. For this purpose, the Committee's Plan Administrator's powers shall include the following authority, in addition to all other powers provided by the Plan: (i) to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan; (ii) to interpret the Plan, the Committee's Plan Administrator's interpretation thereof to be final and conclusive on all persons claiming benefits under the Plan; (iii) to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan; (iv) to make a determination as to the right of any person to a benefit under the Plan (including to determine whether and when there has been a termination of an Eligible Executive's employment and the cause of such termination); (v) to appoint such agents, counsel, accountants, consultants, claims administrator and other persons as may be required to assist in administering the Plan; (vi) to allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation, delegation or designation to be in writing; (vii) to sue or cause suit to be brought in the name of the Plan; and (viii) to obtain from the Company, its Affiliates and from Eligible Executives such information as is necessary for the proper administration of the Plan. 3 (b) Indemnification of the Committee. The Company shall, without limiting any rights that the Committee Plan Administrator may have under the Company's charter or bylaws, applicable law or otherwise, indemnify and hold harmless the Committee Plan Administrator and each member thereof (and any other individual acting on behalf of the Committee Plan Administrator or any member thereof) against any and all expenses and liabilities arising out of such person's administrative functions or fiduciary responsibilities, excepting only expenses and liabilities arising out of the person's own gross negligence or willful misconduct. Expenses against which such person shall be indemnified hereunder include the amounts of any settlement, judgment, attorneys' fees, costs of court, and any other related charges reasonably incurred in connection with a claim, proceeding, settlement, or other action under the Plan. (c) Compensation and Expenses. The Committee Plan Administrator shall not receive additional compensation with respect to services for the Plan. To the extent required by applicable law, but not otherwise, the Committee Plan Administrator shall furnish bond or security for the performance of their duties hereunder. Any expenses properly incurred by the Committee Plan Administrator incident to the administration, termination or protection of the Plan, including the cost of furnishing bond, shall be paid by the Company. View More
Administration of the Plan. The Plan shall be administered by the Committee, provided that with respect to Awards to Non-Employee Directors, the rules of this Paragraph 5 shall apply so that all references in this Paragraph 5 to the Committee shall be treated as references to either the Board or the Committee acting alone. (b) Grants. Subject to the express terms and conditions set forth in the Plan, the Committee shall have the power, from time to time, to: (i) select those Employees and Non-Employee Directors to whom Awa...rds shall be granted under the Plan, to determine the number -13- of Shares and/or Restricted Stock Units, as applicable, to be granted pursuant to each Award, and, pursuant to the provisions of the Plan, to determine the terms and conditions of each Award, including the restrictions applicable to such Shares and the conditions upon which a Vesting Date shall occur; and (ii) interpret the Plan's provisions, prescribe, amend and rescind rules and regulations for the Plan, and make all other determinations necessary or advisable for the administration of the Plan. The determination of the Committee in all matters as stated above shall be conclusive. (c) Meetings. The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts of the Committee. (d) Exculpation. No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take any action in connection with the administration of the Plan or the granting of Awards thereunder unless (i) the member of the Committee has breached or failed to perform the duties of his office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this Paragraph 5(d) shall not apply to the responsibility or liability of a member of the Committee pursuant to any criminal statute. (e) Indemnification. Service on the Committee shall constitute service as a member of the Board. Each member of the Committee shall be entitled without further act on his part to indemnity from the Company to the fullest extent provided by applicable law and the Company's Articles of Incorporation and By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Awards thereunder in which he may be involved by reason of his being or having been a member of the Committee, whether or not he continues to be such member of the Committee at the time of the action, suit or proceeding. (f) Delegation of Authority. The Committee may delegate its authority with respect to the grant, amendment, interpretation and administration of grants and awards of restricted stock and restricted stock units to a person, persons or committee, in its sole and absolute discretion. Actions taken by the Committee's duly-authorized delegate shall have the same force and effect as actions taken by the Committee. Any delegation of authority pursuant to this Paragraph 5(f) shall continue in effect until the earliest of: (i) such time as the Committee shall, in its sole and absolute discretion, revoke such delegation of authority; (ii) in the case of delegation to a person that is conditioned on such person's continued service as an employee of the Company or as a member of the Board, the date such delegate shall cease to serve in such capacity for any reason; or -14- (iii) the delegate shall notify the Committee that he or she declines to continue to exercise such authority.View More
Administration of the Plan. (a) Committee. The Plan shall be administered by the Committee, Compensation Committee of the Board of Directors provided such committee consists of at least two members of the Board of Directors, each of whom qualifies as a "non-employee director" (as that phrase is used for purposes of Rule 16b-3) and as an "independent director" (as that phrase is used by the rules of the stock exchange on which the Company's shares are traded). The foregoing requirement for members of the Compensation Commit...tee to act as the Committee shall not be applicable if the Company ceases to be a publicly traded corporation. Notwithstanding anything in this Section 3(a) to the contrary, the Board of Directors may establish more than one committee to administer the Plan with respect to separate classes of Grantees (other than officers of the Company who are subject to Section 16 of the Exchange Act), and, provided further, that the Board of Directors, itself, shall act as the Committee with respect to Awards made to Non-Employee Directors, non-employee members of the rules Board of this Paragraph 5 Directors. (b) Grants. The Committee shall apply so that all references in this Paragraph 5 from time to time at its discretion direct the Company to grant Awards pursuant to the Committee shall be treated as references to either terms of the Board or the Committee acting alone. (b) Grants. Subject to the express terms and conditions set forth in the Plan, the Plan. The Committee shall have plenary authority to (i) determine the power, from time to time, to: (i) select those Employees and Non-Employee Directors Grantees to whom and the times at which Awards shall be granted, (ii) determine the price at which Options shall be granted, (iii) determine the type of Option to be granted under and the Plan, to number of Shares subject thereto, (iv) determine the number -13- of Shares and/or Restricted Stock Units, as applicable, to be granted pursuant to each Award, and, pursuant Award and (v) approve the form and terms and conditions of the Award Documents and of each Award; all subject, however, to the express provisions of the Plan, including, specifically, Section 10 regarding grants of Awards to determine the terms and conditions of each Award, including the restrictions applicable to such Shares and the conditions upon which a Vesting Date shall occur; and (ii) interpret the Plan's provisions, prescribe, amend and rescind rules and regulations for the Plan, and make all other determinations necessary or advisable for the administration non-employee members of the Plan. The determination Board of Directors. In making such determinations, the Committee may take into account the nature of the Committee in all matters as stated above shall be conclusive. (c) Meetings. The Committee shall hold meetings at Grantee's services and responsibilities, the Grantee's present and potential contribution to the Company's success and such times and places other factors as it may determine. Acts approved at a meeting deem relevant. The interpretation and construction by a majority the Committee of any provisions of the members Plan or of the Committee or acts approved in writing by the unanimous consent of the members of the Committee any Award granted under it shall be the valid acts of the Committee. (d) final, binding and conclusive. (c) Exculpation. No member of the Committee shall be personally liable for monetary damages as such for any action taken or any failure to take any action in connection with the administration of the Plan or the granting of Awards thereunder unless (i) except to the member extent such exculpation is prohibited by provisions of the Committee has breached or failed to perform the duties of his office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; applicable business corporations law; provided, however, that the provisions of this Paragraph 5(d) Section 3(c) shall not apply to the responsibility or liability of a member of the Committee pursuant to any criminal statute. (e) statute or to the liability of a member of the Committee for the payment of taxes pursuant to local, state or federal law. 5 (d) Indemnification. Service on the Committee shall constitute service as a member of the Board. Board of Directors. Each member of the Committee shall be entitled without further act on his or her part to indemnity from the Company to the fullest extent provided by applicable law and the Company's Articles Certificate of Incorporation and By-laws and/or Bylaws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Options or Awards thereunder in which he or she may be involved by reason of his or her being or having been a member of the Committee, whether or not he or she continues to be such member of the Committee at the time of the action, suit or proceeding. (f) Delegation of Authority. The Committee may delegate its authority with respect to the grant, amendment, interpretation and administration of grants and awards of restricted stock and restricted stock units to a person, persons or committee, in its sole and absolute discretion. Actions taken by the Committee's duly-authorized delegate shall have the same force and effect as actions taken by the Committee. Any delegation of authority pursuant to this Paragraph 5(f) shall continue in effect until the earliest of: (i) such time as the Committee shall, in its sole and absolute discretion, revoke such delegation of authority; (ii) in the case of delegation to a person that is conditioned on such person's continued service as an employee of the Company or as a member of the Board, the date such delegate shall cease to serve in such capacity for any reason; or -14- (iii) the delegate shall notify the Committee that he or she declines to continue to exercise such authority.View More
Administration of the Plan. The Plan shall be administered by the Committee, provided that Committee. The Committee shall have the power and duty to do all things necessary or convenient to effect the intent and purposes of the Plan and not inconsistent with any of the provisions hereof, whether or not such powers and duties are specifically set forth herein, and, by way of amplification and not limitation of the foregoing, the Committee shall have the power to: (i) provide rules and regulations for the management, operati...on and administration of the Plan, and, from time to time, to amend or supplement such rules and regulations; (ii) construe the Plan, which construction, as long as made in good faith, shall be final and conclusive upon all parties hereto; (iii) correct any defect, supply any omission, or reconcile any inconsistency in the Plan in such manner and to such extent as it shall deem expedient to carry the same into effect, and it shall be the sole and final judge of when such action shall be appropriate; and -3- (iv) determine whether the conditions to the payment of a cash bonus pursuant to an Award have been satisfied. The resolution of any questions with respect to Awards to Non-Employee Directors, the rules of this Paragraph 5 shall apply so that all references in this Paragraph 5 payments and entitlements pursuant to the Committee provisions of the Plan shall be treated as references to either determined by the Board or the Committee acting alone. Committee, and all such determinations shall be final and conclusive. (b) Grants. Subject to the express terms and conditions set forth in the Plan, the Committee shall have the power, from time to time, to: (i) to select those Eligible Employees and Non-Employee Directors to whom Awards shall be granted under the Plan, to determine the number -13- amount of Shares and/or Restricted Stock Units, as applicable, cash to be granted paid pursuant to each Award, and, pursuant to the provisions of the Plan, to determine the terms and conditions of each Award, including the restrictions applicable to such Shares and the conditions upon which a Vesting Date shall occur; and (ii) interpret the Plan's provisions, prescribe, amend and rescind rules and regulations for the Plan, and make all other determinations necessary or advisable for the administration of the Plan. The determination of the Committee in all matters as stated above shall be conclusive. Award. (c) Meetings. The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts of the Committee. (d) Exculpation. No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take any action in connection with the administration of the Plan or the granting of Awards thereunder unless (i) the member of the Committee has breached or failed to perform the duties of his office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this Paragraph 5(d) shall not apply to the responsibility or liability of a member of the Committee pursuant to any criminal statute. (e) Indemnification. Service on the Committee shall constitute service as a member of the Board. Each member of the Committee shall be entitled without further act on his part to indemnity from the Company to the fullest extent provided by applicable law and the Company's Articles of Incorporation and By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Awards thereunder in which he may be involved by reason of his being or having been a member of the Committee, whether or not he continues to be such member of the Committee at the time of the action, suit or proceeding. (f) Delegation of Authority. The Committee may delegate its authority with respect to the grant, amendment, interpretation and administration of grants and awards of restricted stock and restricted stock units to a person, persons or committee, in its sole and absolute discretion. Actions taken by the Committee's duly-authorized delegate shall have the same force and effect as actions taken by the Committee. Any delegation of authority pursuant to this Paragraph 5(f) 3(c) shall continue in effect until the earliest of: (i) such time as the Committee shall, in its sole and absolute discretion, revoke such delegation of authority; (ii) in the case of delegation to a person that is conditioned on such person's continued service as an employee of the Company or as a member of the Board, the date such delegate shall cease to serve in such capacity for any reason; or -14- (iii) the delegate shall notify the Committee that he or she declines to continue to exercise such authority. (d) Grantee Information. The Company shall furnish to the Committee in writing all information the Company deems appropriate for the Committee to exercise its powers and duties in administration of the Plan. Such information shall be conclusive for all purposes of the Plan and the Committee shall be entitled to rely thereon without any investigation thereof; provided, however, that the Committee may correct any errors discovered in any such information. No Awards shall be granted to an individual who is not an Eligible Employee of the Company or an Affiliate of the Company. View More
Administration of the Plan. The Plan shall be administered by the Committee, provided that Committee. The Committee shall have the power and duty to do all things necessary or convenient to effect the intent and purposes of the Plan and not inconsistent with any of the provisions hereof, whether or not such powers and duties are specifically set forth herein, and, by way of amplification and not limitation of the foregoing, the Committee shall have the power to: (i) provide rules and regulations for the management, operati...on and administration of the Plan, and, from time to time, to amend or supplement such rules and regulations; (ii) construe the Plan, which construction, as long as made in good faith, shall be final and conclusive upon all parties hereto; (iii) correct any defect, supply any omission, or reconcile any inconsistency in the Plan in such manner and to such extent as it shall deem expedient to carry the same into effect, and it shall be the sole and final judge of when such action shall be appropriate; and (iv) determine whether the conditions to the payment of an Award have been satisfied. 3 The resolution of any questions with respect to Awards to Non-Employee Directors, the rules of this Paragraph 5 shall apply so that all references in this Paragraph 5 payments and entitlements pursuant to the Committee provisions of the Plan shall be treated as references to either determined by the Board or the Committee acting alone. Committee, and all such determinations shall be final and conclusive. (b) Grants. Subject to the express terms and conditions set forth in the Plan, the Committee shall have the power, from time to time, to: (i) to select those Eligible Employees and Non-Employee Directors to whom Awards shall be granted under the Plan, to determine the number -13- amount of Shares and/or Restricted Stock Units, as applicable, to be granted cash that may become payable pursuant to each Award, and, pursuant to the provisions of the Plan, to determine the terms and conditions of each Award, including the restrictions applicable to such Shares and the conditions upon which a Vesting Date shall occur; and (ii) interpret the Plan's provisions, prescribe, amend and rescind rules and regulations for the Plan, and make all other determinations necessary or advisable for the administration of the Plan. The determination of the Committee in all matters as stated above shall be conclusive. Award. (c) Meetings. The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts of the Committee. (d) Exculpation. No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take any action in connection with the administration of the Plan or the granting of Awards thereunder unless (i) the member of the Committee has breached or failed to perform the duties of his office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this Paragraph 5(d) shall not apply to the responsibility or liability of a member of the Committee pursuant to any criminal statute. (e) Indemnification. Service on the Committee shall constitute service as a member of the Board. Each member of the Committee shall be entitled without further act on his part to indemnity from the Company to the fullest extent provided by applicable law and the Company's Articles of Incorporation and By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Awards thereunder in which he may be involved by reason of his being or having been a member of the Committee, whether or not he continues to be such member of the Committee at the time of the action, suit or proceeding. (f) Delegation of Authority. The Committee may delegate its authority with respect to the grant, amendment, interpretation and administration of grants and awards of restricted stock and restricted stock units to a person, persons or committee, in its sole and absolute discretion. discretion; provided that, with respect to a Section 162(m) Award, the Committee may only delegate its authority to another committee of the Board that satisfies the criteria set forth in Paragraph 2(d). Actions taken by the Committee's duly-authorized delegate shall have the same force and effect as actions taken by the Committee. Any delegation of authority pursuant to this Paragraph 5(f) 3(c) shall continue in effect until the earliest of: (i) such time as the Committee shall, in its sole and absolute discretion, revoke such delegation of authority; (ii) in the case of delegation to a person that is conditioned on such person's continued service as an employee of the Company or as a member of the Board, the date such delegate shall cease to serve in such capacity for any reason; or -14- (iii) the delegate shall notify the Committee that he or she declines to continue to exercise such authority. (d) Grantee Information. The Company shall furnish to the Committee in writing all information the Company deems appropriate for the Committee to exercise its powers and duties in administration of the Plan. Such information shall be conclusive for all purposes of the Plan and the Committee shall be entitled to rely thereon without any investigation thereof; provided, however, that the Committee may correct any errors discovered in any such information. No Awards shall be granted to an individual who is not an Eligible Employee of the Company or an Affiliate. View More
Administration of the Plan. The Plan will be administered by the Compensation Committee which will consist of at least two independent directors of the Company who are intended to satisfy the applicable Nasdaq Stock Market listing requirements and the applicable rules of the U.S. Securities and Exchange Commission. The Compensation Committee will have the sole discretion and authority to: (i) administer and interpret the Plan; (ii) designate participants for any given performance period; (iii) prescribe the terms and condi...tions of any awards granted under the Plan; (iv) adopt rules and guidelines for the administration of the Plan that are consistent with the Plan; and (v) interpret, amend or revoke any such rules and guidelines. The decisions of the Compensation Committee will in every case be final and binding on all persons having an interest in the Plan.View More
Administration of the Plan. The Plan will shall be administered by the Compensation Committee Committee, which will shall consist of at least two independent directors of the Company who are intended to satisfy the applicable Nasdaq Stock Market listing requirements and the applicable rules of Section 162(m) of the U.S. Securities and Exchange Commission. Code. The Compensation Committee will shall have the sole discretion and authority to: (i) administer and interpret the Plan; Plan in accordance with Section 162(m) of th...e Code as appropriate; (ii) designate participants for any given performance period; (iii) prescribe the terms and conditions of any awards granted under the Plan; (iv) (iii) adopt rules and guidelines for the administration of the Plan that are consistent with the Plan; and (v) (iv) interpret, amend or revoke any such rules and guidelines. The decisions of the Compensation Committee will shall in every case be final and binding on all persons having an interest in the Plan. View More
Administration of the Plan. The Plan shall be administered by the Committee; provided that if for any reason the Committee shall not have been appointed by the Board, all authority and duties of the Committee under the Plan shall be vested in and exercised by the Board. The Committee shall have the power and authority to prescribe, amend and rescind rules and procedures governing the administration of this Plan, including, but not limited to the full power and authority (a) to interpret the terms of this Plan and (b) to de...termine the rights of any person under this Plan, or the meaning of requirements imposed by the terms of this Plan or any rule or procedure established by the Committee or the Board. Each action of the Committee or the Board shall be binding on all Participants.View More
Administration of the Plan. The Plan shall be administered by Subject to the Committee; provided that if for any reason limitations set forth in the Committee shall not have been appointed by LLC Agreement, the Board, all authority and duties of the Committee under the Plan shall be vested in and exercised by the Board. The Committee Board shall have the power and authority to prescribe, amend and rescind rules and procedures governing the administration of this Plan, including, but not limited to the full power and author...ity (a) to interpret the terms of this Plan and (b) to determine the rights of any person Person under this Plan, or the meaning of requirements imposed by the terms of this Plan or any rule or procedure established by the Committee or the Board. Each action of the Committee or the Board shall be binding on all Participants. Persons. View More
Administration of the Plan. (a) Administrator. The Plan shall be administrated by the Atlas Member of the Company. (b) Powers of the Administrator. Subject to the provisions of the Plan and to the approval of any relevant authorities, the Administrator shall have the full power and authority to: (i) designate Participants to whom Class P Units may from time to time be granted hereunder; (ii) determine the number of Class P Units to be covered by each such award granted hereunder; (iii) approve forms of Participant Agreemen...t for use under the Plan; (iv) determine the terms and conditions of any grant of Class P Units hereunder, including without limitation the vesting schedule for such grant; (v) interpret and administer the Plan and any instrument or agreement relating to the grant of Class P Units made under the Plan; (vi) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (vii) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of the Plan. (c) Effect of Administrator's Decision. The Administrator may correct any defect or supply any omission or reconcile any inconsistency in the Plan and any Participant Agreement in such manner and to such extent as the Administrator deems necessary or appropriate in its sole discretion. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions of the Administrator under or with respect to the Plan or any award hereunder shall be within the sole discretion of the Administrator and shall be final and binding on all Participants. 4 (d) Limitation of Liability; Indemnification. The Administrator shall be free from all liability for the Administrator's acts and conduct in the administration of the Plan and the Participant Agreements except for acts of gross negligence, fraud or willful misconduct. All managers, directors, and officers of the Administrator, each manager and officer of the Company, and each employee of the Company acting on behalf of the Administrator shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination, or interpretation.View More
Administration of the Plan. (a) Administrator. The Plan shall be administrated by the Atlas Member Manager of the Company. (b) 4.2 Powers of the Administrator. Administrator . Subject to the provisions of the Plan and to the approval of any relevant authorities, the Administrator shall have the full power and authority to: (i) 4.2.1 designate Participants to whom Class P Units may from time to time be granted hereunder; (ii) 4.2.2 determine the number of Class P Units to be covered by each such award granted hereunder; (ii...i) 4.2.3 approve forms of Participant Agreement for use under the Plan; (iv) 4.2.4 determine the terms and conditions of any grant of Class P Units hereunder, including without limitation the vesting schedule for such grant; (v) 4.2.5 interpret and administer the Plan and any instrument or agreement relating to the grant of Class P Units made under the Plan; (vi) 4.2.6 establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (vii) 4.2.7 make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of the Plan. (c) 4.3 Effect of Administrator's Decision. Decision . The Administrator may correct any defect or supply any omission or reconcile any inconsistency in the Plan and any Participant Agreement in such manner and to such extent as the Administrator deems necessary or appropriate in its sole discretion. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions of the Administrator under or with respect to the Plan or any award hereunder shall be within the sole discretion of the Administrator and shall be final and binding on all Participants. 4 (d) 4.4 Limitation of Liability; Liability: Indemnification. The Administrator shall be free from all liability for the Administrator's acts and conduct in the administration of the Plan and the Participant Agreements except for acts of gross negligence, fraud or willful misconduct. All managers, directors, and officers of the Administrator, each manager and officer of the Company, and each employee of the Company acting on behalf of the Administrator shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination, or interpretation. View More
Administration of the Plan. (a) General. The Plan shall be administered by the full Board of Directors or by the Compensation Committee ("Committee") appointed by the Board of Directors, which Committee shall consist solely of not less than two (2) non-employee Directors. All references in this Plan to the Committee shall be deemed to refer instead to the full Board of Directors at any time there is not a committee qualified to act hereunder. The Board of Directors may from time to time appoint members of the Committee in ...substitution for or in addition to members previously appointed and may fill vacancies, however caused, in the Committee. If the Board of Directors does not designate a Chairman of the Committee, the Committee shall select one of its members as its Chairman. The Committee shall bold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum. Any action of the Committee shall be taken by a majority vote of its members at a meeting at which a quorum is present Notwithstanding the preceding, any action of the Committee may be taken without a meeting by a written consent signed by all of the members, and any action so taken shall be deemed fully as effective as if it had been taken by a vote of the members present in person at the meeting duly called and held. The Committee may appoint a Secretary, shall keep minutes of its meetings, and shall make such rules and regulations for the conduct of its business at it shall deem advisable. The Committee shall have the sole authority and power, subject to the express provisions and limitations of the Plan, to construe the Plan and option agreements granted hereunder, and to adopt, prescribe, amend, and rescind rules and regulations relating to the Plan, and to make all determinations necessary or advisable for administering the Plan, including, but not limited to, (i) who shall be granted Options under the Plan, (ii) the term of each Option, (iii) the number of shares covered by Such Option, (iv) whether the Option shall constitute an Incentive Option or a Nonqualified Option, (v) the exercise price for the purchase of the shares of the Common Stock covered by the Option, (vi) the period during which the Option may be exercised, (vii) whether the right to purchase the number of shares covered by the Option shall be fully vested on issuance of the Option so that such shares may be purchased in full at one time or whether the right to purchase stich shares shall become vested over a period of time so that such shares may only be purchased in installments, and (viii) the time or times at which Options shall be granted. The Committee's determinations under the Plan, including the above enumerated determinations, need not be uniform and may be made by it selectively among the persons who receive, or are eligible to receive, Options under the Plan, whether or not such persons are similarly situated. The interpretation by the Committee of any provision of the Plan or of any option agreement entered into hereunder with respect to any Incentive Option shall be in accordance with Section 422 of the Code and the regulations issued thereunder, as such section or regulations may be amended from time to time, in order that the rights granted hereunder and under said option agreements shall constitute "Incentive Stock Options" within the meaning of such section. The interpretation and construction by the Committee of any provision of the Plan or of any Option granted hereunder shall be final and conclusive, unless otherwise determined by the Board of Directors. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it. Upon issuing an Option under the Plan, the Committee shall report to the Board of Directors the name of the person granted the option, whether the Option is an Incentive Option or a Nonqualified Option, the number of shares of Common Stock covered by the Option, and the terms and conditions of such Option. (b) Changes in Law Applicable. If the laws relating to Incentive Options or Nonqualified Options are changed, altered or amended during the term of the Plan, the Board of Directors shall have full authority and power to alter or amend the Plan with respect to Incentive Options or Nonqualified Options, respectively, to conform to such changes in the law, unless the changes require shareholder approval. 2 4. Type of Awards Under the Plan. Awards under the Plan shall be in the form of Options.View More
Administration of the Plan. (a) General. The At the discretion of the Company's Board of Directors, the Plan shall be administered either: (i) by the full Board of Directors of the Company; or (ii) by a committee (the "Committee") consisting of two or more members of the Compensation Committee ("Committee") appointed by the Company's Board of Directors, which Committee shall consist solely Directors. In the event the full Board of not less than two (2) non-employee Directors. All Directors is the administrator of the Plan,... references in this Plan herein to the Committee shall be deemed to refer instead to include the full Board of Directors at any time there is not a committee qualified to act hereunder. Directors. The Board of Directors may from time to time appoint a member or members of the Committee in substitution for or in addition to the member or members previously appointed then in office and may fill vacancies, however caused, in the Committee. If the Board of Directors does not designate a Chairman of the Committee, vacancies on the Committee however caused. The Committee shall select choose one of its members as its Chairman. The Committee Chairman and shall bold its hold meetings at such times and places as it shall deem advisable. A majority of its the members shall constitute a quorum. Any action of the Committee shall constitute a quorum and any action may be taken by a majority vote of its members those present and voting at a meeting at which a quorum is present Notwithstanding the preceding, any meeting. (b) Any action of the Committee may also be taken without the necessity of a meeting by a written consent instrument signed by all a majority of the members, Committee. The decision of the Committee as to all questions of interpretation and any action so taken application of the Plan shall be deemed fully as effective as if it had been taken by a vote of the members present in person at the meeting duly called final, binding and held. The Committee may appoint a Secretary, shall keep minutes of its meetings, and shall make such rules and regulations for the conduct of its business at it shall deem advisable. conclusive on all persons. The Committee shall have the sole authority and power, subject to the express provisions and limitations of the Plan, to construe the Plan and option agreements granted hereunder, and to adopt, prescribe, amend, amend and rescind such rules and regulations relating to as, in its opinion, may be advisable in the Plan, and to make all determinations necessary or advisable for administering the Plan, including, but not limited to, (i) who shall be granted Options under the Plan, (ii) the term of each Option, (iii) the number of shares covered by Such Option, (iv) whether the Option shall constitute an Incentive Option or a Nonqualified Option, (v) the exercise price for the purchase administration of the shares of the Common Stock covered by the Option, (vi) the period during which the Option Plan. The Committee may be exercised, (vii) whether the right to purchase the number of shares covered by the Option shall be fully vested on issuance of the Option so that such shares may be purchased correct any defect or supply any omission or reconcile any inconsistency in full at one time or whether the right to purchase stich shares shall become vested over a period of time so that such shares may only be purchased in installments, and (viii) the time or times at which Options shall be granted. The Committee's determinations under the Plan, including the above enumerated determinations, need not be uniform and may be made by it selectively among the persons who receive, or are eligible to receive, Options under the Plan, whether or not such persons are similarly situated. The interpretation by the Committee of any provision of the Plan or of in any option agreement entered granted hereunder in the manner and to the extent it shall deem expedient to carry the Plan into hereunder with respect to any Incentive Option effect and shall be in accordance with Section 422 of the Code sole and the regulations issued thereunder, as such section or regulations may be amended from time to time, in order that the rights granted hereunder and under said option agreements shall constitute "Incentive Stock Options" within the meaning final judge of such section. The interpretation and construction by the expediency. No Committee of any provision of the Plan or of any Option granted hereunder shall be final and conclusive, unless otherwise determined by the Board of Directors. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect faith. (c) Subject to the Plan or any Option granted under it. Upon issuing an Option under terms of the Plan, the Committee shall report have the authority to: (i) determine the employees of the Company and its subsidiaries (from among the class of employees eligible under Section 4 to receive options) to whom options may be granted; (ii) determine the time or times at which options may be granted; (iii) determine the option price of shares subject to each option which price shall not be less than the minimum price specified in Section 6; (iv) determine (subject to Section 9) the time or times when each option shall become exercisable and the duration of the exercise period; (v) determine the extent and nature of any restrictions on any options or shares (including any repurchase rights and any forfeiture of options and shares for engaging in activities detrimental to the Board of Directors the name interests of the person granted Company or any of its subsidiaries); and (vi) determine the option, whether size of any options under the Option is an Incentive Option Plan, takinginto account the position or a Nonqualified Option, office of the optionee with the Company, the job performance of the optionee and such other factors as the Committee may deem relevant in the good faith exercise of its independent business judgment. (d) The Chief Executive Officer of the Company may grant stock options under the Plan on such terms and conditions as deemed appropriate by the Chief Executive Officer; provided, however, that the terms and conditions otherwise comply with all provisions of this Plan (including the limitations of Section 2(a)), the number of shares of Common Stock covered underlying options granted to any one eligible individual in any calendar year may not exceed 80,000 shares per individual, and the exercise price of any option shall not be less than 100% of the fair market value of a share of Common Stock on the date of grant. All grants by the Option, and the terms and conditions of such Option. (b) Changes in Law Applicable. If the laws relating to Incentive Options or Nonqualified Options are changed, altered or amended during the term of the Plan, the Board of Directors shall have full authority and power to alter or amend the Plan with respect to Incentive Options or Nonqualified Options, respectively, to conform to such changes in the law, unless the changes require shareholder approval. 2 4. Type of Awards Under the Plan. Awards under the Plan Chief Executive Officer shall be in writing and filed with the form records of Options. the Committee. View More
Administration of the Plan. The Plan shall be administered by the Committee. No member of the Committee while serving as such shall be eligible for participation in the Plan. The Committee shall have exclusive and final authority in all determinations and decisions affecting the Plan and its participants. The Committee shall also have the sole authority to interpret the Plan, to establish and revise rules and regulations relating to the Plan, to delegate such responsibilities or duties as it deems desirable, and to make an...y other determination that it believes necessary or advisable for the administration of the Plan including, but not limited to: (i) approving the designation of eligible participants; (ii) setting the performance criteria within the Plan guidelines; (iii) certifying attainment of performance goals and other material terms, and (iv) interpreting the Plan. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to incorporate provisions in the performance goals allowing for adjustments in recognition of unusual or non-recurring events affecting Foot Locker or the financial statements of Foot Locker, or in response to changes in applicable laws, regulations, or accounting principles.View More
Administration of the Plan. The Plan shall be administered by the Committee. No member of the Committee while serving as such shall be eligible for participation in the Plan. The Committee shall have exclusive and final authority in all determinations and decisions affecting the Plan and its participants. The Committee shall also have the sole authority to interpret the Plan, to establish and revise rules and regulations relating to the Plan, to delegate such responsibilities or duties as it deems desirable, and to make an...y other determination that it believes necessary or advisable for the administration of the Plan including, but not limited to: (i) approving the designation of eligible participants; (ii) setting the performance criteria within the Plan guidelines; and (iii) certifying attainment of performance goals and other material terms, and (iv) interpreting terms. To the Plan. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions extent any provision of the Plan, to incorporate provisions in other than Section 7 herein, creates impermissible discretion under Section 162(m) of the performance goals allowing for adjustments in recognition Code or would otherwise violate Section 162(m) of unusual the Code, such provision shall have no force or non-recurring events affecting Foot Locker or the financial statements of Foot Locker, or in response to changes in applicable laws, regulations, or accounting principles. effect. View More
