Administration Contract Clauses (14,435)

Administration. The Committee shall have complete discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants or other persons, to resolve questions (including factual questions) or disputes arising... under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Committee is hereby granted the authority (a) to determine whether a particular Employee is a Participant, and (b) to determine if a person is entitled to benefits hereunder and, if so, the amount and duration of such benefits. The Committee may delegate, subject to such terms as the Committee shall determine, any of its authority hereunder to one or more officers of the Company. In the event of such delegation, all references to the Committee in this Plan shall be deemed references to such delegates as it relates to those aspects of the Plan that have been delegated. The Committee's determination of the rights of any person hereunder shall be final and binding on all persons. View More

Administration. The Administrator shall administer the Plan, and shall have discretionary authority, subject only to the express provisions of the Plan, to administer and interpret the Plan and the Award Agreements; to determine eligibility for and grant Awards; to determine, alter, amend, modify or waive the terms and conditions of any Award; to prescribe the purchase price or Management Incentive Unit Return Threshold, if any, applicable to any Award; to prescribe forms, rules and procedures; and to... otherwise do all things necessary or desirable to carry out the purposes of the Plan and any Award Agreement. All determinations of the Administrator made with respect to the Plan or any Award Agreement are conclusive and will bind all Persons (including, without limitation, Participants and their beneficiaries, successors or Permitted Transferees). View More

Administration. The Company is the administrator of the Plan (within the meaning of Section 3(16)(A) of ERISA). The Plan will be administered, interpreted and operated by the Administrator (in its sole discretion). The Administrator will have the exclusive right and full discretion (a) to interpret the Plan, (b) to designate the management or highly compensated employees of the Employer who are eligible to participate in the Plan and to provide Participation Agreements to any such Eligible Employees, (c) to... decide any and all matters arising under the Plan or any Participation Agreement (including the right to remedy possible ambiguities, inconsistencies, or omissions), (d) to make, amend and rescind such rules as it deems necessary or appropriate for the proper administration of the Plan, and (e) to make all other determinations and resolve all questions of fact necessary or advisable for the administration of the Plan, including eligibility for any benefit or payment under the Plan. In accordance with Section 2.1, the Administrator may, in its sole discretion and on such terms and conditions as it may provide, delegate in writing to one or more officers of the Company all or any portion of its authority or responsibility with respect to the Plan All decisions, interpretations and/or other actions of the Administrator and its authorized delegates (including with respect to whether an Involuntary Termination or a Change in Control has occurred) will be final, conclusive and binding on all persons and will be given the maximum possible deference permitted by law. The Administrator is the appropriate named fiduciary of the Plan solely for purposes of the Plan's claims and appeal procedures set forth in Section 16. View More

Administration. 4.3.Section 16 of the Exchange Act. 4.5.Foreign Award Recipients. 5.1.Option Grant. 5.5.Method of Exercise. 5.7.Limitations on Exercise. 6.1.Restricted Stock Purchase Agreement. 6.2.Purchase Price.

Administration. 3.1 AUTHORITY. The Plan shall be administered by, and all Stock Options shall be authorized by, the Committee. Subject to the provisions of the Plan and subject to the approval of any relevant authority, including, without limitation, the required approval, if any, of any national securities exchange or NASDAQ, the Committee shall have the following authority, in its discretion: (a) to determine the Option Exercise Price, which shall be equal to the Fair Market Value of the Common Stock in... accordance with the definition of such term contained herein; (b) to select the Employees to whom Stock Options may from time to time be granted hereunder; (c) to determine whether and to what extent Stock Options are granted hereunder; (d) to determine the number of shares of Common Stock covered by each Stock Option granted hereunder; (e) to approve forms of agreement for use under the Plan; (f) to determine when and under what circumstances a Stock Option exercise may be settled in cash or other consideration instead of Common Stock; (g) to construe and to interpret the terms and the conditions of the Plan and the Stock Options granted pursuant to the Plan; and (h) to adopt and to revise any regulations and rules as the Committee may deem necessary or advisable to administer the Plan. Notwithstanding anything else contained herein, except for (a) an adjustment pursuant to Section 12, or (b) the cancellation and re-grant of Stock Options that re-establishes the Fair Market Value of the Common Stock and therefore the Option Exercise Price of Stock Options not to exceed a total of 300,000 shares in any period of twelve (12) continuous months, which the Committee may affect 2 without stockholder approval, in no case may the Committee amend an outstanding Stock Option to reduce the Option Exercise Price of the Stock Option. 3.2. EFFECT OF DECISIONS. All constructions, decisions, determinations and interpretations of the Committee shall be final and binding upon all persons having an interest in the Plan and/or any Stock Option. 3.3. EXCULPATION; INDEMNIFICATION. No member of the Committee shall be liable for any action made in good faith, and the members shall be entitled to indemnification and reimbursement in the manner provided in the Company's Certificate of Incorporation, or as otherwise permitted by law. A member of the Committee shall be eligible to receive a grant of a Stock Option under the Plan on the same terms as other Employees. However, if the Committee grants Stock Options to a member of the Committee, such grant shall not be effective until such grant is approved by the Compensation Committee of the Board of Directors, consisting of three (3) or more "independent directors" as defined in and determined pursuant to the Marketplace Rules of the NASDAQ or any stock exchange upon which the Common Stock of the Company is listed. 3.4. RULE 16B-3 COMPLIANCE. With respect Optionees who are subject to Section 16(b) of the Exchange Act, the Plan shall be administered in compliance with the requirements of Rule 16b-3. View More

Administration. (a) Committee Duties. This Plan shall be administered by the Committee. The Committee shall have responsibility for the general administration of the Plan and for carrying out its intent and provisions. The Committee shall interpret the Plan and have such powers and duties as may be necessary to discharge its responsibilities. The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel... who may be counsel to the Company. (b) Binding Effect of Decisions. The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan. View More

Administration. This Agreement will be administered by the Committee or any other committee of the Board designated by the Board to administer this Agreement (which members meet the requirements for independence under the NYSE Listed Company Manual). For purposes of this Agreement and the Grant, any references to "Committee" in the Plan shall be deemed references to the Committee as described herein. The interpretation and construction by the Committee of any provision of this Agreement and any determination... by the Committee pursuant to any provision of this Agreement or of any notification or document related hereto will be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. In addition, subject to Section 14, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained or referenced in this Agreement, and no authorization in any section or other provision of this Agreement is intended or 10 NAI-1515547991v5 may be deemed to constitute a limitation on the authority of the Committee. The Company will not be required to issue any fractional Common Shares pursuant to the Grant or this Agreement. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash. View More

Administration. 3.1Administration by the Committee. 3.2Authority of the Committee. 3.3Committee Decisions Binding. 3.4Delegation by the Committee. 3.5Agents; Limitations of Liability.

Administration. The Compensation Committee of the Board (the "Committee") shall administer the Plan. The Committee shall, subject to the provisions of the Plan, have the power to construe the Plan, to determine all questions arising thereunder, and to adopt and amend such rules and regulations for the administration of the Plan, as it may deem desirable. Any decisions of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. The Committee may authorize any one or... more of its members or any officer of the Company to execute and deliver documents on behalf of the Committee. No member of the Committee shall be liable for anything done or omitted to be done by him or her or by any other member of the Board in connection with the Plan, except for his or her own willful misconduct or as expressly provided by statute. View More

Administration. This Plan will be administered by the Board, or if the Board so determines in its discretion, by the Compensation Committee of the Board (the "Committee"). The Board (or the Committee, as the case may be) will have the power to construe this Plan, to determine all questions hereunder, and to adopt and amend such rules and regulations for the administration of this Plan Exhibit 10.1 as it may deem desirable. All decisions, determinations and interpretations of the Board (or the Committee, as the... case may be) with respect to this Plan will be final and binding. View More