Administration. The Plan shall be administered by the
board Board of
directors Directors of the Company (the "Board of Directors") or
by a stock option or compensation committee
(the "Committee") of the Board of
Directors. The Directors (the "Committee," which term is used throughout this Plan to refer to either the Board of Directors or a Committee—whichever is administering the Plan from time to time hereunder). If administered by a committee of the Board of Directors, the Committee shall consist of not less
... than two directors of the Company and shall be appointed from time to time by the Board of Directors. Each During any time period during which the Company has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 (including the regulations thereunder, the "1934 Act"), each member of the Committee shall be (a) a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange 1934 Act of 1934 (including the regulations promulgated thereunder, the "1934 Act") (a "Non-Employee Director"), and (b) shall be independent directors an "outside director" within the meaning of Section 162(m) under listing rules the Internal Revenue Code of any national securities exchange on which 1986 and the Company's common stock may be listed. regulations promulgated thereunder (collectively, the "Code"). The Committee shall have complete authority to award Incentives under the Plan, to interpret the Plan, and to make any other determination which it believes necessary and advisable for the proper administration of the Plan. The Committee's decisions and matters relating to the Plan shall be final and conclusive on the Company and its participants. If at any time there is no stock option or compensation committee, the term "Committee", "Committee," as used in the Plan, shall refer to the Board of Directors. Notwithstanding the foregoing or anything else to the contrary contained in the Plan, the Company's Chief Executive Officer may, on Directors as a discretionary basis and without the Committee's review or approval, grant Stock Options, from a pool of 25,000 shares, to employees of the Company who are not officers of the Company. Grants from this pool must only be made once annually. Subject to the foregoing limitations, the Chief Executive Officer shall determine from time to time (i) the employees to whom grants will be made, (ii) the number of shares to be granted and (iii) the terms and provisions of each Stock Option (which need not be identical). whole.
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Administration. The Plan shall be administered by the
board Board of
directors of the Company (the "Board of Directors") Directors or by a stock option or compensation committee (the "Committee") of the Board of
Directors. Directors of the Company. The
Committee Committee, if constituted, shall consist of not less than
two directors one director of the Company
and who shall be appointed from time to time by the Board of
Directors. Directors of the Company. Each member of the Committee shall be
(a) (i) a
... "non-employee director" within the meaning of Rule 16b-3 16b‐3 of the Securities Exchange Act of 1934 1934, as amended (including the regulations promulgated thereunder, the "1934 Act") (a "Non-Employee "Non‐Employee Director"), and (b) (ii) shall be independent directors under listing rules an "outside director" within the meaning of any national securities exchange on which Section 162(m) of the Company's common stock may be listed. Internal Revenue Code of 1986, as amended (the "Code") and the regulations promulgated thereunder. The Committee shall have complete authority to award Incentives under the Plan, to interpret the Plan, and to make any other determination which it believes necessary and advisable for the proper administration of the Plan. Plan, except in the case where the Committee is an existing compensation committee, to the extent that the Board of Directors of the Company or the Charter of the compensation committee otherwise limits its authority. The Committee's decisions and matters relating to the Plan shall be final and conclusive on the Company and its participants. If at any time there is no stock option or compensation committee, the term "Committee", as used in the Plan, shall refer to the Board of Directors. Notwithstanding the foregoing or anything else to the contrary contained in the Plan, the Company's Chief Executive Officer may, on a discretionary basis and without the Committee's review or approval, grant Stock Options, from a pool of 25,000 shares, to employees of the Company who are not officers of the Company. Grants from this pool must only be made once annually. Subject to the foregoing limitations, the Chief Executive Officer shall determine from time to time (i) the employees to whom grants will be made, (ii) the number of shares to be granted and (iii) the terms and provisions of each Stock Option (which need not be identical).
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Administration. The Plan shall be administered by the board of directors of the Company (the "Board of Directors") or
by a stock option or compensation committee (the "Committee") of the Board of Directors. The Committee shall consist of
not less than two directors at least one director of the Company and shall be appointed from time to time by the Board of Directors. Each member of the Committee shall be (a) a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934
... (including the regulations promulgated thereunder, the "1934 Act") (a "Non-Employee Director"), and (b) shall be independent directors under listing rules of the NYSE American or, if the Company is no longer listed on the NYSE American, then any national securities exchange on which the Company's common stock may be listed. The Committee shall have complete authority to award Incentives under the Plan, to interpret the Plan, and to make any other determination which it believes necessary and advisable for the proper administration of the Plan. The Committee's decisions and matters relating to the Plan shall be final and conclusive on the Company and its participants. If at any time there is no stock option or compensation committee, the term "Committee", as used in the Plan, shall refer to the Board of Directors. Notwithstanding The Committee or the foregoing Board of Directors may delegate to one or anything else more officers the authority to the contrary contained in the Plan, the Company's Chief Executive Officer may, on a discretionary basis and without the Committee's review do one or approval, grant Stock Options, from a pool of 25,000 shares, to employees both of the Company following (i) designate employees who are not officers to be recipients of the Company. Grants from this pool must only be made once annually. Subject Stock Options (and, to the foregoing limitations, extent permitted by applicable law, other Incentives) and, to the Chief Executive Officer shall extent permitted by applicable law, the terms of such Incentives (which need not be identical), and (ii) determine from time to time (i) the employees to whom grants will be made, (ii) the number of shares of Common Stock to be subject to such Incentives; provided, however, that (y) the Committee or Board of Director resolutions regarding such delegation shall specify the maximum number of shares of Common Stock that may be subject to Incentives granted by such officer(s) during any fiscal year, as well as any other limitations on such officer's authority, and (iii) (z) that such officer may not grant an Incentive to himself or herself. Any such Incentives will be granted on the terms and provisions form of Incentive agreement most recently approved for use by the Committee or the Board of Directors, unless otherwise provided in the resolutions approving the delegation authority. The officer(s) shall report each Stock Option (which need not be identical). Incentive granted pursuant to such delegation of authority at the first meeting of the Board of Directors (or, if applicable, the Committee) following the date of such grant.
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Administration.
2.1. Administration by Committee. The Plan shall be administered by the
board Board of
directors Directors of the Company (the "Board of Directors")
or by a stock option or compensation committee (the "Committee") of the Board of Directors. The Committee shall consist of not less than two directors of the Company and shall be appointed from time to time by the Board of Directors.
Each During any time period during which the Company has a class of equity securities registered under Section 12 of... the Securities Exchange Act of 1934 (including the regulations thereunder, the "1934 Act"), each member of the Committee shall be (a) a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange 1934 Act of 1934 (including the regulations promulgated thereunder, the "1934 Act") (a "Non-Employee Director"), and (b) shall be independent directors an "outside director" within the meaning of Section 162(m) under listing rules the Internal Revenue Code of any national securities exchange on which 1986 (the "Code") and the Company's common stock may be listed. regulations promulgated thereunder. The Committee shall have complete authority to award Incentives under the Plan, to interpret the Plan, and to make any other determination which it believes necessary and advisable for the proper administration of the Plan. The Committee's decisions and matters relating to the Plan shall be final and conclusive on the Company and its participants. If at any time there is no stock option or compensation committee, the term "Committee", "Committee," as used in the Plan, shall refer to the Board of Directors. Notwithstanding the foregoing or anything else to the contrary contained in the Plan, the 2.2. Delegation of Authority. The Company's Chief Executive Officer may, on a discretionary basis and without the Committee's Committee review or approval, grant Stock Options, from a pool of 25,000 shares, Incentives to new employees or consultants or other independent contractors of the Company who are not officers of the Company. Grants from this pool must only be made once annually. Such discretionary grants shall not exceed, in the aggregate, Incentives for more than 400,000 shares in any fiscal year. Subject to the foregoing limitations, the Chief Executive Officer shall determine from time to time (i) (a) the new employees to whom grants will be made, (ii) (b) the number of shares to be granted granted, and (iii) (c) the terms and provisions of each Stock Option option (which need not be identical). The Chief Executive Officer shall report each stock option granted pursuant to this Section 2.2 at the Committee's first meeting following the date of such grant.
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Administration. The Plan shall be administered by the board of directors of the Company (the "Board of Directors")
or by a stock option or compensation committee (the "Committee") of the Board of Directors. The Committee shall consist of not less than two directors of the Company and shall be appointed from time to time by the Board of Directors. Each member of the Committee shall be (a) a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 (including the regulations
... promulgated thereunder, the "1934 Act") (a "Non-Employee Director"), and (b) shall be independent directors an "outside director" within the meaning of Section 162(m) under listing rules the Internal Revenue Code of any national securities exchange on which 1986, as amended (the "Code") and the Company's common stock may be listed. regulations promulgated thereunder ("Code Section 162(m)"). The Committee shall have complete authority to award Incentives under the Plan, to interpret the Plan, and to make any other determination which it believes necessary and advisable for the proper administration of the Plan. The Committee's decisions and matters relating to the Plan shall be final and conclusive on the Company and its participants. If at any time there is no stock option or compensation committee, the term "Committee", as used in the Plan, shall refer to the Board of Directors. Notwithstanding the foregoing or anything else to the contrary contained in the Plan, the Company's Chief Executive Officer or Chief Financial Officer may, on a discretionary basis and without the Committee's review or approval, grant Stock Options, from a pool of Options to purchase up to 25,000 shares, shares each to employees of the Company who are not officers of the Company. Grants from this pool must only be made once annually. Such discretionary Stock Option grants shall not exceed 100,000 shares in total in any fiscal year. Subject to the foregoing limitations, the Chief Executive Officer or Chief Financial Officer shall determine from time to time (i) the employees to whom grants will be made, (ii) the number of shares to be granted and (iii) the terms and provisions of each Stock Option (which need not be identical).
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