Administration of the Plan Clause Example with 5 Variations from Business Contracts

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: 3 (i) construe the Plan to determine all questions that shall arise as to interpretations of the P...lan'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; (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. In addition, the Administrator may determine at any time that an NEO Participant should be instead designated as an Executive Team Participant as a result of a material change in such NEO Participant's role, and such individual shall be Executive Team Participant and shall no longer be an NEO Participant upon the Administrator taking action by resolution to update Schedule D hereto. 4 5. Termination in Connection with a Change in Control If the employment of an Eligible Participant is terminated by the Company (or its successor) without Cause or such Eligible Participant resigns for Good Reason, in either case during the Change in Control Period, then, in addition to the Accrued Benefits, subject to the execution of the Separation Agreement and Release by the Eligible Participant and the Separation Agreement and Release becoming irrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event to exceed 60 days from the Date of Termination, such Eligible Participant shall be entitled to receive the severance payments and benefits provided in Schedule B. The provisions of this Section 5 shall apply in lieu of, and 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 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) 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 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. 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. Notwithstanding the foregoing, the Administrator may determine at any time that a Covered Executive should no longer be designated as such 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