Administration Contract Clauses (14,435)

Administration. 3.1 The Committee. The Plan shall be administered by the Committee. The Committee shall meet at such times and places as it determines and may meet through a telephone or video conference call. 3.2 Authority of the Committee. Subject to the provisions of the Plan, the Committee shall have full authority to: (a) Select Key Employees; (b) Construe and interpret the Plan; (c) Establish, amend and rescind rules and regulations for the Plan's administration; and (d) Make all other determinations... which may be necessary or advisable for the administration of the Plan. To the extent permitted by law, the Committee may delegate its authority as identified hereunder. 3.3 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Plan, and all related orders or resolutions of the Board, shall be final, conclusive and binding upon all persons, including the Company, its stockholders, employees, Participants and their estates and Beneficiaries. 3.4 Plan Administrator. For purposes of ERISA, the Committee is the Plan administrator. Any claim for benefits under the Plan shall be made in writing to the Committee. The Committee and the claimant shall follow the claims procedures set forth in Department of Labor Regulation §2560.503-1. 3.5 Costs and Expenses. In discharging its duties under the Plan, the Committee may employ such counsel, accountants and consults as it deems necessary or appropriate. The Company shall pay all costs of such third parties and any other expenses incurred by the Committee with respect to the Plan. 3.6 Indemnification. No member of the Committee, nor any officer or employee acting on behalf of the Committee, the Company or its Subsidiaries shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee, and each and every officer or employee of the Company or its Subsidiaries acting on their behalf, shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination or interpretation. View More

Administration. By accepting the grant of the Units and right to receive Additional Units, the Participant agrees (i) that the Committee shall have full power to interpret the terms and conditions of this Award Agreement and resolve, in its sole discretion, any discrepancies or questions of facts, and (ii) that no member of the Committee shall be liable for any action or determination made in good faith with respect to the Units, any Additional Units, or this Agreement. Any action taken or decision made by the... Company, the Committee or its delegates arising out of or in connection with the construction, administration, interpretation or effect of this Award Agreement shall lie within its sole and absolute discretion, shall not require the Participant's consent and shall be final, conclusive and binding upon the Participant and all persons claiming under or through the Participant. Any certifications by the Committee pursuant to this Award Agreement shall be determined in writing and may be in any form determined by the Committee (including as part of applicable meeting minutes or in a written consent). By accepting the grant of the Units and right to receive Additional Units, the Participant and each person claiming under or through the Participant shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken or decision made under, or with respect to, this Award Agreement by the Company, the Committee or its delegates. View More

Administration. The Plan shall be administered by the Board. The interpretation and construction by the Board of any provisions of the Plan or of any awards granted under it shall be final and conclusive. No member of the Board shall be liable for any action taken or determination made with respect to the Plan or any awards granted under it. No stockholder of the Company nor any employee or former employee of the Employer, or any beneficiary, shall have any claim or cause of action against the Employer, an... officer of the Employer, the Board, Radius or any Radius affiliate on account of, by reason of, or arising out of the Board's exercise of the discretionary power granted hereunder. View More

Administration. The Compensation Committee will administer the Plan. The Committee will construe and interpret the Plan. The Committee has full authority and discretion to determine the timing of awards, to select from those eligible the individuals that will participate in the Plan, and to establish such other measures as may be necessary or appropriate to the objectives of the Plan. All decisions regarding the vesting of awards under the Plan will be made by the Committee. The Committee's decisions will be... final and binding on all parties, including the Company and all participants. View More

Administration. The Plan shall be administered by the Committee; provided, that the Board may in any instance perform any of the functions of the Committee hereunder. The Committee shall select the Participants to receive Awards and shall determine the terms and conditions of the Awards. The Committee shall have authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time consider advisable, and to interpret the... provisions of the Plan. The Committee's decisions shall be final and binding. To the extent permitted by applicable law, the Committee may delegate to one or more executive officers of the Company the power to make Awards to Participants who are not Reporting Persons or Covered Employees and all determinations under the Plan with respect thereto, provided that the Committee shall fix the maximum amount of such Awards for all such Participants and a maximum for any one Participant. View More

Administration. The Committee will have full power and authority to interpret and apply the provisions of this Agreement and act on behalf of the Company and the Board in connection with this Agreement, and the decision of the Committee as to any matter arising under this Agreement shall be binding and conclusive as to all persons.

Administration. The Plan shall be administered by the Committee, except as may be delegated pursuant to Section 3(b). The Committee shall act pursuant to a majority vote at a meeting at which quorum, as defined by the Committee Charter, is present or by unanimous written consent. The Committee may employ such legal counsel, consultants, and agents (including counsel or agents who are employees of the Company or a Subsidiary) as it may deem desirable for the administration of the Plan and may rely upon any... opinion received from any such counsel, consultant, or agent and any computation received from such consultant or agent. All expenses incurred in the administration of the Plan, including, without limitation, for the engagement of any counsel, consultant, or agent shall be paid by the Company. (b) Authority of the Committee. Subject to the provisions of the Plan, the Committee shall have full discretionary authority to administer and interpret the Plan, to exercise all powers either specifically granted to it under the Plan or as are necessary or advisable in the 2 administration of the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan; provided that, in no event, shall the Plan be interpreted in a manner which would cause any amount payable under the Plan to any Covered Employee to fail to qualify as performance based compensation under Section 162(m) to the extent the Committee intends compensation to so qualify. The Committee may delegate its responsibilities for administering the Plan to one or more persons as the Committee deems necessary. However, the Committee may not delegate its responsibilities under the Plan relating to any Covered Employee where such delegation is prohibited under Section 162(m) pertaining to "qualified performance based compensation." (c) Effect of Committee Determinations. Any determination made by the Committee under the Plan shall be final and conclusive on all persons, including the Company, the Participants (or any person claiming any rights under the Plan from or through any Participant), and any stockholder of the Company, but shall be based on such objective information or financial data as is relevant to the Performance Goal(s). No member or former member of the Board or the Committee shall be liable for any act, omission, interpretation, construction, or determination made in connection with the Plan other than as a result of such individual's willful misconduct. View More

Administration. The Plan shall be administered by the Committee. The Committee shall have full power and authority to do all things necessary or desirable in connection with the administration of this Plan, including, without limitation, the following: a. select those Eligible Persons to whom Options may from time to time be granted hereunder; b. determine the option exercise price of each Option to be granted to a Participant hereunder; c. determine the number of Shares of the Company to be covered by each... Option granted hereunder; d. determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Option granted hereunder; e. interpret and administer the Plan and any instrument or agreement entered into under the Plan; f. establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and g. make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan. All decisions and determinations of the Committee shall be by majority vote of its members and shall be set forth in writing. Each such writing shall hereinafter be referred to as a "Committee Action". All such Committee Actions shall promptly be submitted to the Secretary of the Corporation who, upon receipt, shall place a copy of same in a record book maintained by the Secretary for that purpose and which shall be available for examination by the Directors at any time and from time to time. All Committee Actions that are within the scope of the Committee's authority hereunder shall be deemed final, conclusive and binding upon all persons including the Company, any Participant, and any Eligible Person of the Company or of any Affiliate. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings. View More

Administration. The Program shall be administered by the Committee pursuant to the powers granted to it in Section 2 of the Plan.

Administration. The Award shall be administered in accordance with such regulations as the Organizational Development and Compensation Committee of the Board of Directors of the Company (the "Committee") shall from time to time adopt, and, to the extent applicable, in compliance with the requirements of Code Section 162(m) including, without limitation, any prorations required by Code Section 162(m), if the award qualifies for any transition relief under Code Section "62(m) as revised by the Tax Reform and... Jobs Act of 2017. View More