Administration Clause Example with 7 Variations from Business Contracts
This page contains Administration clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Administration. (a) Administration. The Administrator shall administer this Plan. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan and all Awards, including but not limited to the authority to: (i) interpret the provisions of this Plan, (ii) prescribe, amend and rescind rules and regulations relating to this Plan, (iii) correct any defect, supply any omission, or reconcile any inconsistency in any Awar...d or agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan into effect and (iv) make all other determinations necessary or advisable for the administration of this Plan. All determinations of the Administrator are final and binding. (b) Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board, or the Committee may delegate to one or more officers of the Company, any or all of the authority and responsibility of the Committee. However, no such delegation is permitted with respect to Awards made to Section 16 Participants or Section 162(m) Participants at the time any such delegated authority or responsibility is exercised. The Board also may delegate to another committee of the Board consisting entirely of Non-Employee Directors any or all of the authority and responsibility of the Committee with respect to individuals who are Section 16 Participants or Section 162(m) Participants. If the Board or the Committee has made such a delegation, then all references to the Committee in this Plan include such other committee or one or more officers to the extent of such delegation. (c) Indemnification. The Company will indemnify and hold harmless each member of the Committee, the Chief Executive Officer of the Company, and each officer or member of any other committee to whom a delegation under Section 3(b) has been made, as to any act done, or determination made, with respect to this Plan or any Award to the maximum extent that the law and the Company's charter documents permit.View More
Variations of a "Administration" Clause from Business Contracts
Administration. (a) Committee Administration. The Administrator shall administer this Plan. In addition to the authority specifically granted to the Administrator Committee in this Plan, the Administrator Committee has full discretionary authority to administer this Plan and all Awards, Plan, including but not limited to the authority to: to (i) interpret the provisions of this Plan, (ii) prescribe, amend and rescind rules and regulations relating to this Plan, (iii) correct any defect, supply any omission, or ...reconcile any inconsistency in the Plan, any Award or agreement covering an Award Agreement in the manner and to the extent it deems desirable to carry this Plan Plan, such Award or such Award Agreement into effect and (iv) make all other determinations necessary or advisable for the administration of this Plan. All determinations decisions, interpretations and other actions of the Administrator are Committee shall be final and binding. binding on all Participants and any other individual with a right under the Plan or under any Award. (b) Delegation to Other Committees or Officers. CEO. To the extent applicable law permits, the Board may delegate to another committee of the Board, or the Committee may delegate to one a subcommittee or more officers to the Chief Executive Officer of the Company, any or all of the authority and responsibility of the Committee. However, Committee; provided, however, that no such delegation is shall be permitted with respect to Awards made to Section 16 Participants or Section 162(m) Participants at the time any such delegated authority or responsibility is exercised. Participants. The Board also may delegate to another committee of the Board consisting entirely of Non-Employee Directors retain any or all of the authority and responsibility of the Committee Committee, or may delegate to another committee or subcommittee of the Board consisting solely of two or more Disinterested Persons any or all of the authority and responsibility of the Committee, with respect to individuals who are Section 16 Participants or Section 162(m) Participants. If the Board or the Committee has retained such authority or made such a delegation, then all references to the Committee in this Plan include the Board, such other committee committee, subcommittee or one or more officers the Chief Executive Officer to the extent of such retained authority or delegation. 6 (c) Indemnification. The Company will indemnify and hold harmless each member In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the Chief Executive Officer members of the Company, Board and each officer the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or member proceeding to which they or any of them may be party by reason of any other committee action taken or failure to whom a delegation act under Section 3(b) has been made, as to any act done, or determination made, in connection with respect to this the Plan or any Award Award, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Committee or Board member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the maximum extent that the law same before such Committee or Board member undertakes to handle and the Company's charter documents permit. defend it on such member's own behalf. View More
Administration. (a) Administration. The Administrator shall administer this Plan. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan and all Awards, Plan, including but not limited to the authority to: (i) interpret the provisions of this Plan, Plan; (ii) prescribe, amend and rescind rules and regulations relating to this Plan, Plan; (iii) correct any defect, supply any omission, or reconcile any inconsi...stency in any Award or agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan into effect effect; and (iv) make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding. binding on all interested parties. Notwithstanding any provision of the Plan to the contrary, the Administrator shall have the discretion to grant an Award with any vesting condition, any Restriction Period or any performance period if the Award is granted to a newly hired or promoted Participant, or accelerate the vesting, Restriction Period or performance period of an Award, in connection with a Participant's death, disability, Retirement or termination by the Company without Cause. Any action by the Committee to accelerate or otherwise amend an Award for reasons other than Retirement, death, Disability or a termination by the Company without Cause, or in connection with a Change of Control, shall include application of a commercially reasonable discount to the compensation otherwise payable to reflect the value of the accelerated paymentNotwithstanding the above statement or any other provision of the Plan, once established, the Committee shall have no discretion to increase the amount of compensation payable under an Award that is intended to be performance-based compensation under Code Section 162(m), although the Committee may decrease the amount of compensation a Participant may earn under such an Award. (b) Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board, Board or to one or more officers of the Company, or the Committee may delegate to one or more officers of the Company, any or all of the their respective authority and responsibility as an Administrator of the Committee. However, Plan; provided that no such delegation is permitted with respect to Stock-based Awards made to Section 16 Participants or Section 162(m) Participants at the time any such delegated authority or responsibility is exercised. The Board also may delegate exercised unless the delegation is to another committee of the Board consisting entirely of Non-Employee Directors any or all of the authority and responsibility of the Committee with respect to individuals who are Section 16 Participants or Section 162(m) Participants. Directors. If the Board or the Committee has made such a delegation, then all references to the Committee Administrator in this Plan include such other committee or one or more officers to the extent of such delegation. (c) Indemnification. The Company will indemnify and hold harmless each member of the Board and the Committee, the Chief Executive Officer of the Company, and each officer or member of any other committee to whom a delegation under Section 3(b) has been made, as to any act done, acts or determination made, omissions with respect to this Plan or any Award to the maximum extent that the law and the Company's charter documents by-laws permit. View More
Administration. (a) Administration. The Administrator shall administer this Plan. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan and all Awards, Plan, including but not limited to the authority to: (i) interpret the provisions of this Plan, Plan or any agreement covering an Award; (ii) prescribe, amend and rescind rules and regulations relating to this Plan, Plan; (iii) correct any defect, supply any... omission, or reconcile any inconsistency in the Plan, any Award or any agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan or such Award into effect effect; and (iv) make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding. binding on all interested parties. Notwithstanding any provision of the Plan to the contrary, the Administrator shall have the discretion to grant an Award with any vesting condition, any vesting period or any performance period if the Award is granted to a newly hired or promoted Participant, or accelerate or shorten the vesting or performance period of an Award, in connection with a Participant's death, Disability, Retirement or termination by the Company or an Affiliate without Cause or a Change of Control. Notwithstanding the above statement or any other provision of the Plan, once established, the Administrator shall have no discretion to increase the amount of compensation payable under an Award that is intended to be performance-based compensation under Code Section 162(m), although the Administrator may decrease the amount of compensation a Participant may earn under such an Award. (b) Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board, or the Committee may delegate to one or more officers of the Company, any or all of the their respective authority and responsibility as an Administrator of the Committee. However, Plan; provided that no such delegation is permitted with respect to Stock-based Awards made to Section 16 Participants or Section 162(m) Participants at the time any such delegated authority or responsibility is exercised. The Board also may delegate exercised unless the delegation is to another committee of the Board consisting entirely of Non-Employee Directors any or all of the authority and responsibility of the Committee with respect to individuals who are Section 16 Participants or Section 162(m) Participants. Directors. If the Board or the Committee has made such a delegation, then all references to the Committee Administrator in this Plan include such other committee or one or more officers to the extent of such delegation. (c) No Liability; Indemnification. The Company will indemnify and hold harmless each No member of the Board or the Committee, the Chief Executive Officer of the Company, and each no officer or member of any other committee to whom a delegation under Section 3(b) 2(b) has been made, as to will be liable for any act done, or determination made, by the individual in good faith with respect to the Plan or any Award. The Company will indemnify and hold harmless each such individual as to any acts or omissions, or determinations made, with respect to this Plan or any Award to the maximum extent that the law and the Company's charter documents by-laws permit. View More
Administration. (a) Administration. The Administrator shall administer this Plan. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan and all Awards, Plan, including but not limited to the authority to: (i) interpret the provisions of this Plan, Plan and any Award agreement; (ii) prescribe, amend and rescind rules and regulations relating to this Plan, Plan; (iii) correct any defect, supply any omission, ...or reconcile any inconsistency in this Plan, any Award or any Award agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan or such Award into effect effect; and (iv) make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding. binding on all interested parties. Notwithstanding any provision of the Plan to the contrary, the Administrator shall have the discretion to grant an Award with any vesting condition, any Restriction Period or any performance period if the Award is granted to a newly hired or promoted Participant, or accelerate the vesting, Restriction Period or performance period of an Award, in connection with a Participant's death, disability, Retirement or Covered Termination. Notwithstanding the above statement or any other provision of the Plan, once established, the Committee shall have no discretion to increase the amount of compensation payable under an Award that is intended to be performance-based compensation under Code Section 162(m), although the Committee may decrease the amount of compensation a Participant may earn under such an Award. (b) Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board, Board or to one or more officers of the Company, or the Committee may delegate to one or more officers of the Company, any or all of the their respective authority and responsibility as an Administrator of the Committee. However, Plan; provided that no such delegation is permitted with respect to Stock-based Awards made to Section 16 Participants or Section 162(m) Participants at the time any such delegated authority or responsibility is exercised. The Board also may delegate exercised unless the delegation is to another committee of the Board consisting entirely of Non-Employee Directors any or all of the authority and responsibility of the Committee with respect to individuals who are Section 16 Participants or Section 162(m) Participants. Directors. If the Board or the Committee has made such a delegation, then all references to the Committee Administrator in this Plan include such other committee or one or more officers to the extent of such delegation. (c) Indemnification. The Company will indemnify and hold harmless each member of the Board and the Committee, the Chief Executive Officer of the Company, and each officer or member of any other committee to whom a delegation under Section 3(b) has been made, as to any act done, acts or determination made, omissions with respect to this Plan or any Award to the maximum extent that the law and the Company's charter documents by-laws permit. View More
Administration. (a) Administration. The Administrator shall administer this Plan. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan and all Awards, including but not limited to the authority to: (i) interpret the provisions of this Plan, Plan and any Award agreement; (ii) prescribe, amend and rescind rules and regulations relating to this Plan, Plan; (iii) correct any defect, supply any omission, or rec...oncile any inconsistency in this Plan, any Award or agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan or such Award into effect effect; and (iv) make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding. binding on all interested parties. Notwithstanding the above statement or any other provision of the Plan, the Committee shall have no discretion to increase the amount, once established, of compensation payable under an Award that is intended to be performance-based compensation under Code Section 162(m), although the Committee may decrease the amount of compensation a Participant may earn under such an Award. (b) Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board, Board or to one or more officers of the Company, or the Committee may delegate to one or more officers of the Company, any or all of the their respective authority and responsibility as an Administrator of the Committee. However, Plan; provided that no 8 such delegation is permitted with respect to Stock-based Awards made to Section 16 Participants or Awards made to Participants subject to Code Section 162(m) Participants at the time any such delegated authority or responsibility is exercised. The Board also may delegate exercised unless the delegation is to another committee of the Board consisting entirely of Non-Employee Directors any or all of the authority and responsibility of the Committee with respect to individuals directors who are "non-employee directors" within the meaning of Rule 16b-3 and "outside directors" within the meaning of Code Section 16 Participants or Section 162(m) Participants. 162(m)(4)(C). If the Board or the Committee has made such a delegation, then all references to the Committee Administrator in this Plan include such other committee or one or more officers to the extent of such delegation. (c) Indemnification. The Company will indemnify and hold harmless each member of the Board and the Committee, the Chief Executive Officer of the Company, and each officer or member of any other committee to whom a delegation under Section 3(b) has been made, as to any act done, acts or determination made, omissions with respect to this Plan or any Award to the maximum extent that the law and the Company's charter documents articles of incorporation and by-laws permit. View More
Administration. (a) Administration. The Administrator shall administer this Plan. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan and all Awards, including but not limited to the authority to: (i) interpret the provisions of this Plan, Plan and any Award agreement; (ii) prescribe, amend and rescind rules and regulations relating to this Plan, Plan; (iii) correct any defect, supply any omission, or rec...oncile any inconsistency in this Plan, any Award or agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan or such Award into effect 8 effect; and (iv) make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding. binding on all interested parties. Notwithstanding the above statement or any other provision of the Plan, the Committee shall have no discretion to increase the amount, once established, of compensation payable under an Award that is intended to be performance-based compensation under Code Section 162(m), although the Committee may decrease the amount of compensation a Participant may earn under such an Award. (b) Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board, Board or to one or more officers of the Company, or the Committee may delegate to one or more officers of the Company, any or all of the their respective authority and responsibility as an Administrator of the Committee. However, Plan; provided that no such delegation is permitted with respect to Share-based Awards made to Section 16 Participants or Awards made to Participants subject to Code Section 162(m) Participants at the time any such delegated authority or responsibility is exercised. The Board also may delegate exercised unless the delegation is to another committee of the Board consisting entirely of Non-Employee Directors any or all of the authority and responsibility of the Committee with respect to individuals directors who are "non-employee directors" within the meaning of Rule 16b-3 and "outside directors" within the meaning of Code Section 16 Participants or Section 162(m) Participants. 162(m)(4)(C). If the Board or the Committee has made such a delegation, then all references to the Committee Administrator in this Plan include such other committee or one or more officers to the extent of such delegation. (c) Indemnification. The Company will indemnify and hold harmless each member of the Board and the Committee, the Chief Executive Officer of the Company, and each officer or member of any other committee to whom a delegation under Section 3(b) has been made, as to any act done, acts or determination made, omissions with respect to this Plan or any Award to the maximum extent that the law and the Company's charter documents permit. View More
Administration. (a) Administration. The Administrator shall administer this Plan. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan and all Awards, Plan, including but not limited to the authority to: (i) interpret the provisions of this Plan, Plan or any agreement covering an Award; (ii) prescribe, amend and rescind rules and regulations relating to this Plan, Plan; (iii) correct any defect, supply any... omission, or reconcile any inconsistency in the Plan, any Award or any agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan or such Award into effect effect; and (iv) make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding. binding on all interested parties. (b) Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board, or the Committee may delegate to one or more officers of the Company, any or all of the their respective authority and responsibility as an Administrator of the Committee. However, Plan; provided that no such delegation is permitted with respect to Stock-based Awards made to Section 16 Participants or Section 162(m) Participants at the time any such delegated authority or responsibility is exercised. The Board also may delegate exercised unless the delegation is to another committee of the Board consisting entirely of Non-Employee Directors any or all of the authority and responsibility of the Committee with respect does not relate to individuals who are Awards intended to qualify as performance-based compensation under Code Section 16 Participants or Section 162(m) Participants. 162(m). If the Board or the Committee has made such a delegation, then all references to the Committee Administrator in this Plan include such other committee or one or more officers to the extent of such delegation. (c) No Liability; Indemnification. The Company will indemnify and hold harmless each No member of the Board or the Committee, the Chief Executive Officer of the Company, and each no officer or member of any other committee to whom a delegation under Section 3(b) has been made, as to will be liable for any act done, or determination made, by the individual in good faith with respect to the Plan or any Award. The Company will indemnify and hold harmless each such individual as to any acts or omissions, or determinations made, in each case done or made in good faith, with respect to this Plan or any Award to the maximum extent that the law and the Company's charter documents By-Laws permit. View More
