Administration Contract Clauses (14,435)

Administration. The Plan shall be administered by the Compensation and Stock Incentive Committee of the Board of Directors of the Company, hereinafter referred to as the "Committee". The Committee is authorized and empowered to administer and interpret the Plan and this Agreement. Any interpretations of this Agreement or of the Plan made by the Committee shall be final and binding upon the parties hereto.

Administration. This Agreement shall be administered by the Committee. The Committee shall have full power and authority to administer and interpret this Agreement, and its interpretations shall be conclusive and binding on all parties. 2 PARK HOTELS & RESORTS INC. By: Name: Title: Acknowledged and Agreed as of the date first written above: Participant Signature Name : Thomas J. Baltimore, Jr. Appendix: Vesting Date and Quantity Date Quantity February 20, 2023 XXX EX-10.2 3 d892648dex102.htm EX-10.2 EX-10.2 EX-10.4 5 d892648dex104.htm EX-10.4 EX-10.4 Exhibit 10.2 10.4 RESTRICTED STOCK AGREEMENT PARK HOTELS & RESORTS INC. 2017 OMNIBUS INCENTIVE PLAN This Restricted Stock Agreement (this "Agreement"), effective as of February 20, 2020 (the "Grant Date"), is between Park Hotels & Resorts Inc., a Delaware corporation (the "Company"), and Thomas J. Baltimore, Jr. [Name] (the "Participant"). View More

Administration. The Committee shall be responsible for administration of the Plan. The Committee, by majority action, Committee is authorized to interpret the Plan, to prescribe, amend, and rescind regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company and its Subsidiaries, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express... provisions of the Plan. In this regard, the Committee shall have no obligation to treat Employees or Participants uniformly and the Committee may make determinations selectively among Employees or Participants in its business judgment. Determinations, interpretations, or other actions made or taken by the Committee pursuant to the provisions of the Plan shall be final, binding and conclusive for all purposes and upon all Employees and Participants. No member of the Committee shall be liable for any such action or determination made in good faith. The Board may reserve to itself any or all of the authority or responsibility of the Committee under the Plan or may act as the administrator of the Plan for any and all purposes. To the extent the Board has reserved any such authority or responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 3) shall include the Board. View More

Administration. Except as otherwise expressly provided, the Compensation Committee shall have full power and authority to construe, interpret and administer the Plan. The Compensation Committee shall make all decisions relating to matters affecting Section 16 Persons, executive participants, but may otherwise delegate any of its authority under the Plan. The Compensation Committee and Committee, the Annual Incentive Compensation Committee Committee, and the applicable Business Unit Leader each may at any time... adopt or terminate, and may from time to time, amend, modify or suspend such rules, regulations, policies and practices as they in their sole discretion may determine in connection with the administration of, or the performance of their respective responsibilities under, the Plan. View More

Administration. (a)Administration (a) Administration by Board. The Board will administer the Plan; Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 2(c), subject to the Inducement Award Rules; provided, however, that Awards may only be granted by either (i) a majority of the Company's Independent Directors or (ii) the Independent Compensation Committee. Subject to those constraints and the other constraints of the Inducement Award Rules, the Board may... delegate some of its powers of administration of the Plan to a Committee or Committees, as provided in Section 2(c). View More

Administration. (a) The Board, or a committee named by the Board, Board shall supervise and administer the Plan and shall have full power to adopt, amend and rescind any rules deemed desirable and appropriate for the administration of the Plan and not inconsistent with the Plan, to construe and interpret the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. Any action taken by, or inaction of, the Company, any Subsidiary, or the Board or a Board committee... relating or pursuant to the Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. (b) The Board or Board committee has discretion to adopt any rules regarding administration of the Plan to conform to local laws. Without limiting the generality of the foregoing, the Board or a Board committee is specifically authorized to adopt rules and procedures regarding handling of payroll deductions, payment of interest and handling of stock certificates which vary according to local requirements. The Board or a Board committee has the authority to suspend or limit participation in the Plan by employees of any particular Subsidiary for any reason, including administrative or economic reasons. The Board or a Board committee may also designate separate offerings under the Plan and adopt rules, procedures or sub-plans applicable to particular Subsidiaries or locations, which separate offerings or sub-plans may be designed to be outside the scope of Section 423 of the Code. (c) In making any determination or in taking or not taking any action under the Plan, the Board or a Board committee may obtain and may rely upon the advice of experts, including professional advisors to the Company. No director, officer or agent of the Company or any Subsidiary shall be liable for any such action or determination taken or made or omitted in good faith. The Board or a Board committee may delegate ministerial, non-discretionary functions relating to the Plan to individuals who are officers or employees of the Company or a Subsidiary. 9 (d) Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and all such persons shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys' fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time. View More

Administration. (a) a. Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the "Board"). The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan, to interpret, reconcile inconsistencies and correct the provisions of the Plan and of any Award and, subject to the limitations of the Plan, to modify and amend any Award. All decisions by the Board shall be made in the... Board's sole discretion and shall be final and binding on all interested persons. (b) Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan made in good faith. b. Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a "Committee"). In the event of such a delegation, all All references in the Plan to the "Board" shall mean such Committee or the Board (or the officers referred to in Section 2(c)). (c) c. Delegation to Executive Officers. To the extent permitted by applicable law, the Board may delegate by resolution to one or more executive officers of the Company the power to grant Awards to officers and employees and to exercise such other powers under the Plan as the Board may determine. In any such resolution determine, provided that the Board shall establish (i) fix the maximum number of Awards to be granted and the maximum number of shares that may be issued issuable to any one Participant, (ii) the maximum number of shares that may be issued in the aggregate, (iii) the time period during which the Participant pursuant to Awards may be issued, and (iv) the minimum consideration that must be received for the shares. The Board may not authorize an officer to designate himself or herself as a recipient of granted by such any Award. executive officers. View More

Administration. The Plan is administered and interpreted by the Company. The Company has delegated to the Committee certain responsibilities under the Plan. The Committee has the full and exclusive discretion to interpret and administer the Plan. All actions, interpretations and decisions of the Committee are conclusive and binding on all persons, and will be given the maximum possible deference allowed by law. Subject to the provisions of the Plan, the Committee shall have full authority to select, in its... sole discretion the Participants Participant to whom Variable Compensation Awards will be granted. View More

Administration. The authority to administer and interpret this Agreement shall be vested in the Company's Governance and Nominating Committee, and such Ambac's Compensation Committee shall have all the powers with respect to this Agreement as the "Committee" has under the Plan. (the "Committee"). Any interpretation of the Agreement by the Governance and Nominating Committee and any decision made by it with respect to the Agreement is final and binding on all persons.10. persons, provided any such... interpretation or decision is made in good faith.11. Adjustment of Award. The number of Restricted Stock Units and Dividend Equivalent Units awarded pursuant to this Agreement may be adjusted (subject to the requirements and limitations of the Code) in accordance with the terms of the Plan to reflect certain corporate transactions which affect the number, type or value of the Common Stock, Restricted Stock Units or Dividend Equivalents. Equivalent Units, provided that the Committee shall exercise its discretion to equitably make such adjustments in such circumstances. View More

Administration. The Plan will shall be administered by the Administrator, which will shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility, to determine, with respect to each Offer Period, whether the Purchase Price will be determined as of (i) the Exercise Date or (ii) as of the Offering Date or the Exercise Date (whichever is lower), to adjudicate all disputed claims filed under the Plan, and to designate separate Offerings for... the eligible Employees of the Company and one or more Designated Parents or Subsidiaries, in which case the Offerings will be considered separate even if the dates of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. Every finding, decision and determination made by the Administrator will, shall, to the full extent permitted by Applicable Law, be final and binding upon all persons. View More