Administration Contract Clauses (14,435)

Administration. The Plan shall be administered the Committee appointed by the Board for this purpose. If a Committee is appointed to administer the Plan, all references herein to the "Committee" shall be references to such Committee. If no Committee is appointed by the Board to administer the Plan, all references herein to the "Committee" shall be references to the Board. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to... administer the Plan and to exercise all the powers and authorities either specifically granted 4 DAL:284785.7 to it under the Plan or necessary or advisable in the administration of the Plan, including, including without limitation, the authority to grant Awards; Bonuses; to determine the persons to whom and the time or times at which Awards Bonuses shall be granted; to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and performance criteria (if any) relating to any Award, including but not limited to the effect of a Change in Control upon any Award; to determine, at the time of grant or thereafter, whether and to what extent the vesting or payment of any Award may be accelerated; to determine Performance Goals no later than such time as required to ensure that an underlying Award which is intended to comply with the requirements of Section 162(m) of the Code so complies; and to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered; Bonus; to make adjustments in the terms and conditions of, and the Performance Goals (if any) included in, Awards; in response to changes in applicable law, regulations, or accounting principles, except as otherwise provided herein; to reduce or eliminate compensation payable upon attainment of Performance Goals; to construe and interpret the Plan and any Award; Bonus; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Agreements (which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding The Committee shall consist of two or more persons each of whom is an "outside director" within the foregoing, neither the Board, the Committee nor their respective delegates shall have the authority to reprice (or cancel and regrant) any Award at a lower exercise, base or purchase price without first obtaining the approval meaning of Section 162(m) of the Company's shareholders. 4 Code. The Committee may appoint a chairperson and a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by unanimous written consent. The Committee may delegate to one or more of its members or to one or more agents such administrative ministerial duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including but not limited to the Company, any Subsidiary of the Company or any Grantee Participant (or any person claiming any rights under the Plan from or through any Grantee) Participant) and any shareholder. stockholder. No member of the Board or the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award Bonus granted hereunder. View More

Administration. The Plan shall be administered the Committee appointed by the Board. The Board for this purpose. If may appoint a Committee is appointed to administer all or a portion of the Plan, all Plan. To the extent that the Board so delegates its authority, references herein to the "Committee" Board shall be references to such Committee. If no Committee is appointed by the Board to administer the Plan, all references herein to the "Committee" shall be deemed references to the Board. Committee. The Board... may delegate to one or more agents such administrative duties as it may deem advisable, and the Committee or any other person to whom the Board has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Board or such Committee or person may have under the Plan. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder. The Board shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to to: (i) grant Awards; to (ii) determine the persons to whom and the time or times at which Awards shall be granted; to (iii) determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and performance criteria (if any) Performance Goals relating to any Award, including but not limited to the effect of a Change in Control upon any Award; to determine, at the time of grant or thereafter, whether and to what extent the vesting or payment of any Award may be accelerated; to determine Performance Goals no later than such time as required to ensure that an underlying Award which is intended to comply with the requirements of Section 162(m) of the Code so complies; and to (iv) determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered; to (v) make adjustments in the terms and conditions of, and the Performance Goals (if any) included in, of Awards; to (vi) construe and interpret the Plan and any Award; to (vii) prescribe, amend and rescind rules and regulations relating to the Plan; to (viii) determine the terms and provisions of the Award Agreements (which need not be identical for each Grantee); Participant); and to (x) make all other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding the foregoing, neither the Board, the Committee nor their respective delegates shall have the authority to reprice (or cancel and regrant) any Award at a lower exercise, base or purchase price without first obtaining the approval of the Company's shareholders. 4 The Committee may appoint a chairperson and a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee Board shall be final and binding on all persons, including but not limited to the Company, any Subsidiary parent or subsidiary of the Company or Company, any Grantee Participant (or any person claiming any rights under the Plan from or through any Grantee) Participant) and any shareholder. No member stockholder. Notwithstanding any provision of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder. Agreement to the contrary, except as provided in the second paragraph of Section 5, the Board may not take any action which would have the effect of reducing the aggregate exercise or purchase price of any Award without obtaining the approval of the Company's stockholders. View More

Administration. (a) The Plan shall be administered the Committee appointed by the Board or such committee or committees of the Board as the Board may designate from time to time (as applicable, the "Committee"). In respect of administration of the Plan for this purpose. If a Committee is appointed to administer the Plan, all Covered Employees, references herein to the "Committee" Committee shall be references deemed to such refer to the Compensation Committee. If no Committee is appointed by In the event the... Board to administer is the administrator of the Plan, all references herein to the "Committee" Committee shall be references deemed to refer to the Board. The Board or the Committee may also delegate the ability to grant Awards to employees who are not subject to potential liability under Section 16(b) of the 1934 Act with respect to transactions involving equity securities of the Company at the time any such delegated authority is exercised. (b) The decision of the Committee as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers power and authorities authority either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, including without limitation, the authority to grant Awards; Awards, to determine the persons to whom and the time or times at which Awards shall be granted; granted, to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and performance criteria (if any) Performance Goals relating to any Award, including but not limited to the effect of a Change in Control upon any Award; to determine, at the time of grant or thereafter, whether and to what extent the vesting or payment of any Award may be accelerated; to determine Performance Goals no later than such time as is required to ensure that an underlying Award which is intended to comply with the requirements of Section 162(m) of the Code so complies; and to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, canceled, 8 forfeited, accelerated, exchanged, or surrendered; to make adjustments in the terms and conditions of, and the (including Performance Goals (if any) included in, Goals) applicable to Awards; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Agreements Terms (which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding the foregoing, neither the Board, the Committee nor their respective delegates shall have the authority to reprice (or cancel and regrant) any Award at a lower exercise, base or purchase price without first obtaining the approval of the Company's shareholders. 4 The Committee may appoint a chairperson correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Terms granted hereunder in the manner and a secretary and may make such rules and regulations for to the conduct of its business as extent it shall deem advisable, expedient to carry the Plan into effect and shall keep minutes be the sole and final judge of its meetings. All determinations of the such expediency. No Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including but not limited to the Company, any Subsidiary of the Company or any Grantee (or any person claiming any rights under the Plan from or through any Grantee) and any shareholder. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder. Award. View More

Administration. The Committee This Plan shall administer be administered by the Plan and Committee, which shall have the authority to construe and interpret the this Plan, prescribe, amend amend, and rescind rules relating to the this Plan's administration administration, and take any other actions necessary or desirable for the administration of this Plan, including adopting sub-plans applicable to particular Participating Subsidiaries or locations, which sub-plans may be designed to be outside the Plan, scope of Code Section 423. The Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in this Plan. All decisions of the Committee in connection with the administration of this Plan shall be in the Committee's sole discretion, and to ensure compliance with Code section 423 and other applicable law. The Committee's such decisions shall be final and binding on all persons. All expenses of administering the this Plan shall be borne by the Company. -2- The Board may take any action under this Plan that would otherwise be the responsibility of the Committee. 3.2 Delegation. To the extent necessary or appropriate, the Committee may delegate any of its duties or responsibilities under the Plan as they pertain to a Participating Subsidiary to such Participating Subsidiary. The Committee (or any Participating Subsidiary with the consent of the Committee) may appoint or engage any person or persons as a third party administrator to perform ministerial functions pertaining to the issuance, accounting, recordkeeping, forfeiture, exercise, communication, transfer, or any other functions or activities necessary or appropriate to administer and operate this Plan. 3 4. Eligibility. Eligibility 4.1 General. Unless otherwise determined by the Committee in a manner that is consistent with Code section Section 423, any individual who is an Eligible Employee as of the first day of the enrollment period designated by the Committee for a particular Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Code section Section 423. requirements. 4.2 Eligibility Restrictions. Notwithstanding any provision of the this Plan to the contrary, no Eligible Employee shall be granted an option under the this Plan if (i) immediately after the grant of the option, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Code section Section 424(d)) would own capital stock of the Company or hold outstanding options to purchase stock possessing 5% five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary, Subsidiary or (ii) such option would permit his or her rights to purchase stock under all Code section 423 employee stock ownership purchase plans (described in Code Section 423) of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 twenty-five thousand dollars ($25,000) of the Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any time. The Committee shall have the authority to change the duration, frequency, start date, and end date of Offering Periods. View More

Administration. The Committee This Plan shall administer be administered by the Plan and Committee, which shall have the authority to construe and interpret the this Plan, prescribe, amend amend, and rescind rules relating to the this Plan's administration administration, and take any other actions necessary or desirable for the administration of this Plan, including adopting sub-plans applicable to particular Participating Subsidiaries or locations, which sub-plans may be designed to be outside the Plan, scope of Code Section 423. The Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in this Plan. All decisions of the Committee in connection with the administration of this Plan shall be in the Committee's sole discretion, and to ensure compliance with Code section 423 and other applicable law. The Committee's such decisions shall be final and binding on all persons. All expenses of administering the this Plan shall be borne by the Company. -2- 4. Eligibility. 4.1 Unless The Board may take any action under this Plan that would otherwise determined by be the responsibility of the Committee. 3.2 Delegation. To the extent necessary or appropriate, the Committee in a manner consistent with Code section 423, may delegate any individual who is an Eligible Employee as of the first day of the enrollment period designated by the Committee for a particular Offering Period shall be eligible to participate in such Offering Period, subject to Code section 423 requirements. 4.2 Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option its duties or responsibilities under the Plan if (i) immediately after as they pertain to a Participating Subsidiary to such Participating Subsidiary. The Committee (or any Participating Subsidiary with the grant consent of the option, such Eligible Employee (or Committee) may appoint or engage any person or persons as a third party administrator to perform ministerial functions pertaining to the issuance, accounting, recordkeeping, forfeiture, exercise, communication, transfer, or any other person whose stock would be attributed functions or activities necessary or appropriate to such Eligible Employee pursuant to Code section 424(d)) would own capital stock of the Company or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary, or (ii) such option would permit his or her rights to purchase stock under all Code section 423 employee stock ownership plans of the Company administer and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any time. operate this Plan. View More

Administration. The Committee Plan shall administer be administered by the Plan and Committee, which shall have the authority to construe and interpret the Plan, prescribe, amend and rescind rules relating to the Plan's administration and take any other actions necessary or desirable for the administration of the Plan, Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. The Committee shall have the authority and discretion to ensure... compliance with Code section 423 change the Purchase Price within the parameters set forth above, and other applicable law. if the Committee changes the Purchase Price from one Offering Period to another, the Company will notify Participants of any change in Purchase Price at least fifteen (15) days prior to the beginning of the next Offering Period to which the changed Purchase Price applies. The Committee's decisions of the Committee shall be final and binding on all persons. All expenses of administering the Plan shall be borne by the Company. -2- 3 4. Eligibility. 4.1 Unless otherwise determined by the Committee in a manner that is consistent with Code section 423, Section 423 of the Code, any individual who is an Eligible Employee as of the first day of the enrollment period designated by the Committee Offering Date for a particular Offering Period shall be eligible to participate in such Offering Period, subject to Code section the requirements of Section 423 requirements. 4.2 of the Code. Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option under the Plan if (i) immediately after the grant of the option, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Code section 424(d)) Section 424(d) of the Code) would own capital stock of the Company or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary, Subsidiary or (ii) such option would permit his or her rights to purchase stock under all Code section 423 employee stock ownership purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any time. View More

Administration. (a) The Plan shall be administered by a Committee appointed by the Board of Directors of the Company composed of not fewer than three (3) Directors 3 members, (the "Committee"). (b) The Committee shall have the power, subject to, and within the limitations of, the express provisions of the Plan and to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board of Directors: (i) To determine from time to time which of the persons eligible... under the Plan shall be granted Option Awards; when nonqualified stock options ("Option Awards") and how the number of shares with respect to which Option Awards shall be granted; whether a Option Award will be an Incentive Stock Option, a Supplemental Stock Option, or a combination of the foregoing; and the provisions of granted to each Option Award granted (which need not be identical). such person. (ii) To construe and interpret the Plan and Option Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Award, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective, consistent with its terms. effective. (iii) To amend the Plan as provided in paragraph 10. 11. (iv) Generally, to exercise such powers and to perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company. (c) The Board of Directors may abolish the Committee at any time and revest in the Board of Directors the administration of the Plan. View More

Administration. This Agreement shall at all times be subject to interpreted in accordance with the terms and conditions of the Plan. Plan as if set forth herein. The Committee shall have sole and complete discretion under this Agreement with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and this Agreement shall be final and binding upon the Grantee Participant and the Company. In the event of any conflict between the terms and conditions of this Agreement... and the Plan, the provisions of this Agreement shall control. The Committee has the authority and discretion to determine any questions which arise in connection with the award of the Performance Restricted Share Units hereunder. View More

Administration. This Award Agreement shall at all times be is subject to the terms and conditions of the Plan and the Plan shall in all respects be administered by the Committee in accordance with the terms and provisions of the Plan. The Committee shall have the sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the majority of the Committee with respect thereto to the Plan and this Award Agreement shall be final and binding upon the Grantee and the Company.... In the event of any conflict between the terms and conditions of this Grant Agreement and the Plan, the provisions of this Agreement the Plan shall control. The Committee has the authority and discretion to determine any questions which arise in connection with the award of the Performance Share Units hereunder. View More

Administration. This Award Agreement shall at all times be is subject to the terms and conditions of the Plan and the Plan shall in all respects be administered by the Committee in accordance with the terms and provisions of the Plan. The Committee shall have the sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the majority of the Committee with respect thereto to the Plan and this Award Agreement shall be final and binding upon the Grantee and the Company.... In the event of any conflict between the terms and conditions of this Grant Agreement and the Plan, the provisions of this Agreement the Plan shall control. The Committee has the authority and discretion to determine any questions which arise in connection with the award of the Performance Share Units hereunder. View More

Administration. The Plan will be administered by the Committee. Compensation Committee of the Board or by the Board (either referred to herein as the "Committee"). Subject to the provisions of this Plan and the limitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of this Plan shall be determined by the Committee and its decisions shall be final and binding upon all eligible employees and Participants. The Committee will have full and... exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility, to designate the Participating Corporations, to determine whether Participating Corporations shall participate in the Section 423 Component or Non-Section 423 Component eligibility and to decide upon any and all claims filed under the Plan. Every finding, decision and determination made by the Committee will, to the full extent permitted by law, be final and binding upon all parties. Notwithstanding any provision to the contrary in this Plan, the Committee may adopt rules, sub-plans, rules and/or procedures relating to the operation and administration of the Plan designed to comply with accommodate requirements of local laws, regulations or customs or to achieve tax, securities law or other objectives for eligible employees and procedures outside of the United States. The Committee will have the authority to determine the Fair Market Value of the Common Stock (which determination shall be final, binding and conclusive for all purposes) in accordance with Section 8 below and to interpret Section 8 of the Plan in connection with circumstances that impact the Fair Market Value. Members of the Committee shall receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for services rendered by Board members serving on the Board or its committees. All expenses incurred in connection with the administration of this Plan shall be paid by the Company. For purposes of this Plan, the Committee may designate separate offerings under the Plan (the terms of which need not be identical) in which eligible employees of one or more Participating Corporations will participate, even if the dates of the applicable Offering Periods of each such offering are identical. View More

Administration. The Plan will be administered by the Committee. Compensation Committee of the Board or by the Board (either referred to herein as the "Committee"). Subject to the provisions of this Plan and the limitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of this Plan shall be determined by the Committee and its decisions shall be final and binding upon all eligible employees and Participants. The Committee will have full and... exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility, to designate the Participating Corporations, to determine whether Participating Corporations shall participate in the Section 423 Component or Non-Section 423 Component eligibility and to decide upon any and all claims filed under the Plan. Every finding, decision and determination made by the Committee will, to the full extent permitted by law, be final and binding upon all parties. Notwithstanding any provision to the contrary in this Plan, the Committee may adopt rules, sub-plans, rules and/or procedures relating to the operation and administration of the Plan designed to comply with accommodate requirements of local laws, regulations or customs or to achieve tax, securities law or other objectives for eligible employees and procedures outside of the United States. The Committee will have the authority to determine the Fair Market Value of the Common Stock (which determination shall be final, binding and conclusive for all purposes) in accordance with Section 8 below and to interpret Section 8 of the Plan in connection with circumstances that impact the Fair Market Value. Members of the Committee shall receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for services rendered by Board members serving on the Board or its committees. All expenses incurred in connection with the administration of this Plan shall be paid by the Company. For purposes of this Plan, the Committee may designate separate offerings under the Plan (the terms of which need not be identical) in which eligible employees of one or more Participating Corporations will participate, even if the dates of the applicable Offering Periods of each such offering are identical. 1 4. Eligibility. Any employee of the Company or the Participating Corporations is eligible to participate in an Offering Period under this Plan except the following (other than where prohibited by applicable law): (a) employees who, together with any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code, own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Participating Corporations or who, as a result of being granted an option under this Plan with respect to such Offering Period, would own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Participating Corporations; (b) employees who do not meet any other eligibility requirements that the Committee may choose to impose (within the limits permitted by the Code); and (c) individuals who provide services to the Company or any of its Participating Corporations as independent contractors who are reclassified as common law employees for any reason except for federal income and employment tax purposes. The foregoing notwithstanding, an individual shall not be eligible if his or her participation in the Plan is prohibited by the law of any country that has jurisdiction over him or her, if complying with the laws of the applicable country would cause the Plan to violate Section 423 of the Code, or if he or she is subject to a collective bargaining agreement that does not provide for participation in the Plan. View More

Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Plan, including but not limited to the sole authority to determine whether and to what degree the Award has been earned and vested. Any interpretation of this Agreement by the Administrator and any decision made by it with respect to this... Agreement are final and binding.18. binding. 16. Notices. Except as may be otherwise provided by the Plan or determined by the Administrator, any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailed but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant's address indicated on Schedule A (or such other address as may be designated by the Participant in a manner acceptable to the Company's records, Administrator), or if to the Company, at the Company's principal office. Notice may also be provided by electronic submission, if and to the extent permitted by the Administrator. View More

Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Plan, including but not limited to the sole authority to determine whether and to what degree the Award has been earned and vested. Any interpretation of this the Agreement by the Administrator and any decision made by it with respect to this the Agreement are is final and binding.18. binding. 3 16. Notices. Except as may be otherwise provided by the Plan or determined by the Administrator, Plan, any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailed but in no event later than the date of actual receipt. Notice may also be provided by electronic submission, if and to the extent permitted by the Administrator. Notices shall be directed, if to the Participant, at the Participant's address indicated in by the Company's records, or if to the Company, at the Company's principal office. office, attention Chief Financial Officer, Streamline Health Solutions, Inc. 17. Severability. The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. View More

Administration. (a) This Plan may shall be administered by the Board or of Directors of the Company (the "Board") and/or a committee appointed by the Board (the "Committee"). The Plan "Committee"), which Committee, to the extent required under applicable law, shall be administered by the Board or a committee appointed by the Board consisting consist of not less than three (3) persons (who are members of the Board), each of whom is a disinterested director. As used in this Plan, references to the "Committee"... shall mean either the committee appointed by the Board to administer this Plan or the Board if no committee has been established. Board. Subject to the provisions of the Plan and the limitations of Section 423 of the Code or any successor provision in the Code, if applicable, all questions of interpretation or application of the Plan shall be determined by the Committee and its decisions shall be final and binding upon all participants. Members of the Committee shall receive no compensation for their services in connection with the administration of the Plan, other than standard fees as established from time to time by the Board of Directors of the Company for services rendered by Board members serving on Board committees. All expenses incurred in connection with the administration of the Plan shall be paid by the Company. (b) To the extent not prohibited by applicable law, the Committee may, from time to time, delegate some or all of its authority under the Plan to a subcommittee or subcommittees of the Committee, or to one or more officers or other employees or groups of employees of the Company as it deems necessary, appropriate, or advisable under conditions or limitations that it may set at or after the time of delegation. Any action undertaken in accordance with the Committee's delegation of authority shall have the same force and effect as if undertaken directly by the Committee. Any such delegation may be revoked by the Committee at any time. View More

Administration. This Plan may be administered by the Board or a committee appointed by the Board (the "Committee"). The Plan shall be administered by the Board or a committee appointed by Compensation Committee of the Board consisting of not less than three (3) persons (who are members of the Board), each of whom is a disinterested director. As used in this Plan, references to the "Committee" shall mean either the committee appointed by the Board to administer this Plan or the Board if no committee has been... established. (the "Committee"). Subject to the provisions of the this Plan and the limitations of Section 423 of the Code or any successor provision in the Code, if applicable, all questions of interpretation or application of the this Plan shall be determined by the Committee and its decisions shall be final and binding upon all participants. Members of the Committee shall receive no compensation for their services in connection with the administration of the this Plan, other than standard fees as established from time to time by the Board of Directors of the Company for services rendered by Board members serving on Board committees. All expenses incurred in connection with the administration of the this Plan shall be paid by the Company. View More

Administration. The This Plan shall be administered by the Committee; provided that the Board may, in its discretion, at any time and from time to time, resolve to administer this Plan, in which case the term "Committee" shall will be deemed to mean the Board for all purposes herein. Subject to the provisions of this Plan, the Committee shall be is authorized to: (i) to (a) select persons to participate in this Plan; (ii) Plan, (b) determine the form and substance of grants Grants made under this Plan to each... participant, and the conditions and restrictions, if any, subject to which such grants Grants will be made; (iii) made, (c) certify that the conditions and restrictions applicable to any grant Grant have been met; (iv) met, (d) modify the terms of grants Grants made under this Plan; (v) Plan in accordance with the provisions of Sections 16 and 17, (e) interpret this Plan and grants Grants made thereunder; (vi) thereunder, (f) make any adjustments necessary or desirable in connection with grants Grants made under this Plan to eligible participants located outside the United States; States, and (vii) (g) adopt, amend, or rescind such rules and regulations, and make such other determinations, for carrying out this Plan as it may deem appropriate. Decisions of the Committee on all matters relating to this Plan shall be in the Committee's sole discretion and shall will be conclusive and binding on all parties. The validity, construction, construction and effect of this Plan and any rules and regulations relating to this Plan shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto. No member of the Committee and no officer of the Company shall will be liable for any action taken or omitted to be taken by such member, by any other member of the Committee or by any officer of the Company in connection with the performance of duties under this Plan, except for such person's own willful misconduct or as expressly provided by statute. The expenses of this Plan shall be borne by the Company. The Plan shall Company will not be required to establish any special or separate fund or make any other segregation of assets to assume the payment of obligations pursuant to any Award Grant made under this Plan, and rights to the any payment of in connection with such awards shall Grants will be no greater than the rights of the Company's general creditors. View More

Administration. The Plan shall be administered by the Committee; provided that a majority of the independent directors of the Board may, in its their sole discretion, at any time and from time to time, resolve to administer this Plan, in which case the term "Committee" shall be deemed to mean the Board such independent directors for all purposes herein. Subject to the provisions of this Plan, the Committee shall be authorized to: (i) select persons to participate in this Plan; (ii) determine the form and... substance of grants made under this Plan to each participant, and the conditions and restrictions, if any, subject to which such grants will be made; (iii) certify that the conditions and restrictions applicable to any grant have been met; (iv) modify the terms of grants made under this Plan; (v) interpret this Plan and grants made thereunder; (vi) make any adjustments necessary or desirable in connection with grants made under this Plan to eligible participants located outside the United States; and (vii) adopt, amend, or rescind such rules and regulations, and make such other determinations, for carrying out this Plan as it may deem appropriate. Decisions of the Committee on all matters relating to this Plan shall be in the Committee's sole discretion and shall be conclusive and binding on all parties. The validity, construction, and effect of this Plan and any rules and regulations relating to this Plan shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto. No member of the Committee and no officer of the Company shall be liable for any action taken or omitted to be taken by such member, by any other member of the Committee or by any officer of the Company in connection with the performance of duties under this Plan, except for such person's own willful misconduct or as expressly provided by statute. The expenses of this Plan shall be borne by the Company. The Plan shall not be required to establish any special or separate fund or make any other segregation of assets to assume the payment of any Award under this Plan, and rights to the payment of such awards shall be no greater than the rights of the Company's general creditors. A-4 4. Shares Available for this Plan. Subject to adjustments as provided in Section 16, no more than a total of 10,825,000 shares of Common Stock are authorized for issuance pursuant to this Plan, and no equity awards shall be made under other Company plans after the date of shareholder approval of this most recent amendment and restatement; provided that there shall be added to the reserve of shares that are authorized and available for issuance pursuant to this Plan any shares that are currently subject to awards but as to which shares are not issued due to a forfeiture, cancellation, or other settlement thereof (except for any shares subject to inducement awards that were granted pursuant to an exemption from shareholder approval). Such Shares may be in whole or in part authorized and unissued or held by the Company as treasury shares. If any grant under this Plan expires or terminates unexercised, becomes unexercisable or is forfeited as to any Shares, or is tendered or withheld as to any shares in payment of the exercise price of the grant or the taxes payable with respect to the exercise, then such unpurchased, forfeited, tendered or withheld Shares shall thereafter be available for further grants under this Plan unless, in the case of Options granted under this Plan, related SARs are exercised. Upon termination of this Plan, any remaining unpurchased, forfeited, tendered or other withheld shares that were reserved for Awards shall be released to the Company and/or otherwise considered available for issuance outside of this Plan unless otherwise specifically determined by the Board or the Company by-laws, as applicable. Without limiting the generality of the foregoing provisions of this Section 4 or the generality of the provisions of Sections 3, 6 or 18 or any other section of this Plan, the Committee may, at any time or from time to time, and on such terms and conditions (that are consistent with and not in contravention of the other provisions of this Plan) as the Committee may, in its sole discretion, determine, enter into agreements (or take other actions with respect to Options) for new Options containing terms (including exercise prices) more (or less) favorable than the outstanding Options, provided that no repricing under the rules of the Market shall occur unless approved by the Company's shareholders. View More

Administration. By entering into this Agreement, the Participant agrees and acknowledges that (a) the Company has provided or made available to the Participant a copy of the Plan, (b) he or she has read the Plan, (c) all Units are the Option is subject to the Plan and (d) pursuant to the Plan, the Board Committee is authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. The Participant hereby agrees to accept as binding, conclusive and final... all decisions or interpretations of the Board Committee with respect to questions arising under the Plan, the Policy Plan or this Agreement. View More

Administration. By entering into this Agreement, the Participant agrees and acknowledges that (a) the Company has provided or made available to the Participant a copy of the Plan, (b) he or she has read the Plan, (c) all Units are subject to the Plan, (d) in the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern, and (d) (e) pursuant to the Plan, the Board Committee is authorized to interpret the... Plan and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board Committee with respect to questions arising under the Plan, the Policy Plan or this Agreement. View More

Administration. The LTIP STIP shall be administered by the Committee. The Committee shall have full power and authority to administer and interpret the LTIP STIP and any awards made under the LTIP, STIP, and its interpretations shall be conclusive and binding on all persons.