Grouped Into 24 Collections of Similar Clauses From Business Contracts
This page contains Plan Administration clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Plan Administration. (a) Plan Administrator. The Plan Administrator shall be the Board or a committee thereof designated by the Board (the "Committee"); provided, however, that the Board or such Committee may in its sole discretion appoint a new Plan Administrator to administer the Plan following a Change in Control. The Plan Administrator shall also serve as the Named Fiduciary of the Plan under ERISA. The Plan Administrator shall be the "administrator" within the meaning of Section 3(16) of ERISA and shall have al...l the responsibilities and duties contained therein. The Plan Administrator can be contacted at the following address: 3 Clock Tower Place Maynard, MA 01754 10 (b) Decisions, Powers and Duties. The general administration of the Plan and the responsibility for carrying out its provisions shall be vested in the Plan Administrator. The Plan Administrator shall have such powers and authority as are necessary to discharge such duties and responsibilities which also include, but are not limited to, interpretation and construction of the Plan, the determination of all questions of fact, including, without limit, eligibility, participation and benefits, the resolution of any ambiguities and all other related or incidental matters, and such duties and powers of the plan administration which are not assumed from time to time by any other appropriate entity, individual or institution. The Plan Administrator may adopt rules and regulations of uniform applicability in its interpretation and implementation of the Plan. The Plan Administrator shall discharge its duties and responsibilities and exercise its powers and authority in its sole discretion and in accordance with the terms of the controlling legal documents and applicable law, and its actions and decisions that are not arbitrary and capricious shall be binding on any employee, and employee's spouse or other dependent or beneficiary and any other interested parties whether or not in being or under a disability.View More
Plan Administration. (a) Plan Administrator. The Plan Administrator shall be the Board or a committee thereof designated by the Board (the "Committee"); Board; provided, however, that the Board or such Committee may in its sole discretion appoint a new Plan Administrator to administer the Plan following a Change in Control. The Plan Administrator shall also serve as the Named Fiduciary of the Plan under ERISA. The Plan Administrator shall be the "administrator" within the meaning of Section 3(16) of ERISA and shall ...have all the responsibilities and duties contained therein. The Plan Administrator can be contacted at at, and any notices to the Company hereunder should be sent to, the following address: 3 Clock Tower Place Maynard, MA 01754 10 Apellis Pharmaceuticals, Inc. 6400 Westwind Way Suite A Crestwood, KY 40014-4114 Attn: Chief People Officer (b) Decisions, Powers and Duties. The general administration of the Plan and the responsibility for carrying out its provisions shall be vested in the Plan Administrator. The Plan Administrator shall have such powers and authority as are necessary to discharge such duties and responsibilities which also include, but are not limited to, interpretation and construction of the Plan, the determination of all questions of fact, including, without limit, eligibility, participation and benefits, the resolution of any ambiguities and all other related or incidental matters, and such duties and powers of the plan administration which are not assumed from time to time by any other appropriate entity, individual or institution. The Plan Administrator may adopt rules and regulations of uniform applicability in its interpretation and implementation of the Plan. The Plan Administrator shall discharge its duties and responsibilities and exercise its powers and authority in its sole discretion and in accordance with the terms of the controlling legal documents and applicable law, and its actions and decisions that are not arbitrary and capricious shall be binding on any employee, and employee's spouse or other dependent or beneficiary and any other interested parties whether or not in being or under a disability. 10 14. Indemnification. To the extent permitted by law, all employees, officers, directors, agents and representatives of the Company shall be indemnified by the Company and held harmless against any claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, whether as a member of the Committee or otherwise, except to the extent that such claims arise from gross negligence, willful neglect, or willful misconduct. View More
Plan Administration. (a) Plan Administrator. The Plan Administrator shall be the Board or a committee thereof designated by the Board (the "Committee"); provided, however, that the Board or such Committee may in its sole discretion appoint a new Plan Administrator to administer the Plan following a Change in Control. The Plan Administrator shall also serve as the Named Fiduciary of the Plan under ERISA. The Plan Administrator shall be the "administrator" within the meaning of Section 3(16) of ERISA and shall have al...l the responsibilities and duties contained therein. The Plan Administrator can be contacted at the following address: 3 Clock Tower Place Maynard, MA 01754 10 120 West 45th Street 17th Floor New York, NY 10036-4041 (b) Decisions, Powers and Duties. The general administration of the Plan and the responsibility for carrying out its provisions shall be vested in the Plan Administrator. The Plan Administrator shall have such powers and authority as are necessary to discharge such duties and responsibilities which also include, but are not limited to, interpretation and construction of the Plan, the determination of all questions of fact, including, without limit, eligibility, participation and benefits, the resolution of any ambiguities and all other related or incidental matters, and such duties and powers of the plan administration which are not assumed from time to time by any other appropriate entity, individual or institution. The Plan Administrator may adopt rules and regulations of uniform applicability in its interpretation and implementation of the Plan. The Plan Administrator shall discharge its duties and responsibilities and exercise its powers and authority in its sole discretion and in accordance with the terms of the controlling legal documents and applicable law, and its actions and decisions that are not arbitrary and capricious shall be binding on any employee, and employee's spouse or other dependent or beneficiary and any other interested parties whether or not in being or under a disability. 13 16. Indemnification. To the extent permitted by law, all employees, officers, directors, agents and representatives of the Company shall be indemnified by the Company and held harmless against any claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, whether as a member of the Committee or otherwise, except to the extent that such claims arise from gross negligence, willful neglect, or willful misconduct. View More
Plan Administration. (a) Plan Administrator. The Plan Administrator shall be the Board or a committee thereof designated by the Board (the "Committee"); Board; provided, however, that the Board or such Committee may in its sole discretion appoint a new Plan Administrator to administer the Plan following a Change in Control. Sale Event. The Plan Administrator shall also serve as the Named Fiduciary of the Plan under ERISA. The Plan Administrator shall be the "administrator" within the meaning of Section 3(16) of ERIS...A and shall have all the responsibilities and duties contained therein. The Plan Administrator can be contacted at at, and any notices to the Company hereunder should be sent to, the following address: 3 Clock Tower Place Maynard, Galecto, Inc. 75 State Street, Suite 100 Boston, MA 01754 10 02109 Attn: Chief Financial Officer (b) Decisions, Powers and Duties. The general administration of the Plan and the responsibility for carrying out its provisions shall be vested in the Plan Administrator. The Plan Administrator shall have such powers and authority as are necessary to discharge such duties and responsibilities which also include, but are not limited to, interpretation and construction of the Plan, the determination of all questions of fact, including, without limit, eligibility, participation and benefits, the resolution of any ambiguities and all other related or incidental matters, and such duties and powers of the plan administration which are not assumed from time to 7 time by any other appropriate entity, individual or institution. The Plan Administrator may adopt rules and regulations of uniform applicability in its interpretation and implementation of the Plan. The Plan Administrator shall discharge its duties and responsibilities and exercise its powers and authority in its sole discretion and in accordance with the terms of the controlling legal documents and applicable law, and its actions and decisions that are not arbitrary and capricious shall be binding on any employee, and employee's spouse or other dependent or beneficiary and any other interested parties whether or not in being or under a disability. View More
Plan Administration. (a) Committee is the Administrator. The Plan will be administered by the Committee. The Committee will consist of not less than two (2) members of the Board. The members of the Committee will be appointed from time to time by, and serve at the pleasure of, the Board. (b) Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan's provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to ...control its operation, including, but not limited to, the power to (i) determine which Employees will be granted awards, (ii) prescribe the terms and conditions of awards, (iii) interpret the Plan and the awards, (iv) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (v) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (vi) interpret, amend or revoke any such rules. (c) Decisions Binding. All determinations and decisions made by the Committee, the Board, and/or any delegate of the Committee pursuant to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law. (d) Delegation by Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company. (e) Indemnification. Each person who is or will have been a member of the Committee will be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.View More
Plan Administration. (a) Committee is the Administrator. The Plan will be administered by the Committee. The Committee will consist of not less than two (2) members of the Board. The members of the Committee will be appointed from time to time by, and serve at the pleasure of, the Board. (b) Committee Administrator Authority. It will be the duty of the Committee Plan Administrator to administer the Plan in accordance with the Plan's provisions. The Committee Plan Administrator will have all powers and discretion nec...essary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (i) determine which Employees will be granted awards, (ii) prescribe the terms and conditions of awards, (iii) construe interpret the Plan and the awards, (iv) approve Target Awards and Actual Awards (v) adopt such procedures and subplans sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (v) (vi) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (vi) (vii) interpret, amend or revoke any such rules. (c) (b) Decisions Binding. All determinations and decisions made by the Committee, Plan Administrator, the Board, and/or and any delegate of the Committee Plan Administrator pursuant to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law. (d) law (c) Delegation by Committee. Plan Administrator. The Committee, Plan Administrator, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company. (e) (d) Indemnification. Each person who is or will have been a member of the Committee Plan Administrator will be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid 4 by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless. View More
Plan Administration. (a) Committee is the Administrator. The Plan will be administered by the Committee. The Committee will consist of not less than two (2) members of the Board. The members of the Committee will be appointed from time to time by, and serve at the pleasure of, the Board. (b) Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan's provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to ...control its operation, including, but not limited to, the power to (i) determine which Employees Executives will be granted awards, (ii) prescribe the terms and conditions of awards, including the Performance Period, and determine Actual Awards (iii) interpret the Plan and the awards, (iv) adopt such procedures and subplans sub-plans as are necessary or appropriate to permit participation in the Plan by Employees Executives who are foreign nationals or employed outside of the United States, (v) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (vi) interpret, amend or revoke any such rules. rules, and (vii) establish the terms for any bonus pool, as applicable. (c) Decisions Binding. All determinations and decisions made by the Committee, the Board, and/or and any delegate of the Committee pursuant to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law. (d) Delegation by Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company. (e) Indemnification. Each person who is or will have been a member of the Committee will be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and (ii) from any and all amounts paid by him or her in settlement thereof, consist with the Company's approval, or paid by him or her in satisfaction terms of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless. charter. View More
Plan Administration. (a) Committee is the Administrator. The Plan will be administered by the Committee. The Committee will consist of not less than two (2) 2 members of the Board. The members of the Committee will be appointed from time to time by, and serve at the pleasure of, the Board. (b) Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan's provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and t...o control its operation, including, but not limited to, the power to (i) determine which Employees will be granted awards, (ii) prescribe the terms and conditions of awards, (iii) interpret the Plan and the awards, (iv) adopt such procedures and subplans sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (v) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (vi) interpret, amend or revoke any such rules. (c) Decisions Binding. All determinations and decisions made by the Committee, the Board, and/or any delegate of the Committee pursuant to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law. 3 (d) Delegation by Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company. (e) Indemnification. Each person who is or will have been a member of the Committee will be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.View More
Plan Administration. The Compensation Committee of the Board of Directors is the administrator of the Plan, whose function is to ensure the Plan is managed according to its respective terms and conditions. A request for a copy of the Plan and any questions pertaining to the Plan should be directed to: The Dixie Group, Inc.Stock Plan Administratorc/o Derek Davis, Corporate SecretaryP.O. Box 2007Dalton, GA 30722-2007 9. Adjustment of Shares Subject to Award. The number of shares subject to this Award shall be adjusted... to reflect any increase or decrease in the number of shares of common stock and Class B Common Stock outstanding as a result of any stock dividend or split.View More
Plan Administration. The Compensation Compensation/Nominations and Corporate Governance Committee of the Board of Directors is the administrator of the Plan, whose function is to ensure the Plan is managed according to its respective terms and conditions. A request for a copy of the Plan and any questions pertaining to the Plan should be directed to: The Dixie Group, Inc.Stock Plan Administratorc/o Derek Davis, Corporate SecretaryP.O. Box 2007Dalton, GA 30722-2007 30722-2007Page 2 9. Adjustment of Shares Subject to ...Award. The number of shares subject to this Award shall be adjusted to reflect any increase or decrease in the number of shares of common stock and Class B Common Stock outstanding as a result of any stock dividend or split. View More
Plan Administration. 3.1. The Plan Administrator shall administer the Plan. 3.2. The Plan Administrator may establish, amend, and rescind rules and regulations relating to the Plan, provide for conditions necessary or advisable to protect the interest of the Company or an Affiliate, construe all communications related to the Plan, and make all other determinations it deems necessary or advisable for the administration and interpretation of the Plan. The Plan Administrator may conform any provision of the Plan to the... extent such provision is inconsistent with the Legal Deferral Requirements. 3.3.Determinations, interpretations, and other actions made or taken by the Plan Administrator shall be final, binding, and conclusive for all purposes and upon all individuals. 3.4. The Plan Administrator may prescribe forms or procedures as the sole and exclusive means for the Participant to take actions authorized or allowed under the Plan. The Plan Administrator may issue communications as it deems necessary or appropriate in connection with the Plan 3.5. Except to the extent prohibited by law, communication by the Plan Administrator (and by the Participant to the extent authorized by the Plan Administrator) of any document or writing, including any document or writing that must be executed by a party, may be in an electronic form of communication. 3.6. The Plan Administrator may appoint such agents, who may be officers or employees of the Company or an Affiliate, as it deems necessary or appropriate to assist it in administering the Plan and may grant authority to such agents to execute documents and take action on its behalf. The Plan Administrator may consult such legal counsel, consultants, or other professionals as it deems desirable and may rely on any opinion received from any such professional or from its agent. All expenses incurred in the administration of the Plan shall be paid by one or more of the Company or an Affiliate.View More
Plan Administration. 3.1. (a) The Plan Administrator is the named fiduciary of the Plan and shall administer the Plan. 3.2. (b) The Plan Administrator may establish, amend, and rescind administrative rules and regulations relating to the Plan, provide for conditions necessary or advisable to protect the interest of the Company or an Affiliate, and its affiliates, construe all communications related to the Plan, and make all other determinations it deems necessary or advisable for the administration and interpretatio...n of the Plan. The Plan Administrator may conform any provision of the this Plan to the extent such provision is inconsistent with the Legal Deferral Requirements. 3.3.Determinations, (c) Determinations, interpretations, and other actions made or taken by the Plan Administrator shall be final, binding, and conclusive for all purposes and upon all individuals. 3.4. (d) The Plan Administrator may prescribe forms or procedures as the sole and exclusive means for the Participant Participants to take actions authorized or allowed under the Plan. The Plan Administrator may issue communications to eligible employees and Participants as it deems necessary or appropriate in connection with the Plan 3.5. Plan. (e) Except to the extent prohibited by law, communication by the Plan Administrator (and by the Participant to the extent authorized by the Plan Administrator) (or its delegate) of any document or writing, including any document or writing that must be executed by a party, may be in an electronic form of communication. 3.6. (f) The Plan Administrator may appoint such agents, who may be officers or employees of the Company or an Affiliate, Company, as it deems necessary or appropriate to assist it in administering the Plan and may grant authority to such agents to execute documents and take action on its behalf. The Plan Administrator may consult such legal counsel, consultants, or other professionals as it deems desirable and may rely on any opinion received from any such professional or from its agent. All The Plan Administrator shall pay for all expenses incurred in the administration of the Plan shall be paid by one or more of the Company or an Affiliate. to Participants' accounts. View More
Plan Administration. 3.1. The 2.1.The Plan Administrator shall administer the Plan. 3.2. The 2.2.The Plan Administrator may establish, amend, and rescind rules and regulations relating to the Plan, provide for conditions necessary or advisable to protect the interest of the Company or an Affiliate, Affiliates, construe all communications related to the Plan, and make all other determinations it deems necessary or advisable for the administration and interpretation of the Plan. The Plan Administrator may conform any ...provision of the Plan to the extent such provision is inconsistent with the Legal Deferral Requirements. 3.3.Determinations, 2.3.Determinations, interpretations, and other actions made or taken by the Plan Administrator shall be final, binding, and conclusive for all purposes and upon all individuals. 3.4. The 2.4.The Plan Administrator may prescribe forms or procedures as the sole and exclusive means for the Participant Participants to take actions authorized or allowed under the Plan. The Plan Administrator may issue communications as it deems necessary or appropriate in connection with the Plan 3.5. Except 2.5.Except to the extent prohibited by law, communication by the Plan Administrator (and by the an Eligible Associate or Participant to the extent authorized by the Plan Administrator) of any document or writing, including any document or writing that must be executed by a party, may be in an electronic form of communication. 3.6. The 2.6.The Plan Administrator may appoint such agents, who may be officers or employees of the Company or an Affiliate, as it deems necessary or appropriate to assist it in administering the Plan and may grant authority to such agents to execute documents and take action on its behalf. The Plan Administrator may consult such legal counsel, consultants, or other professionals as it deems desirable and may rely on any opinion received from any such professional or from its agent. All expenses incurred in the administration of the Plan shall be paid by one or more of the Company or an Affiliate.View More
Plan Administration. The Plan is administered by the Committee, which has sole and exclusive power and discretion to interpret, administer, implement and construe the Plan and this Agreement. All elections, notices and correspondence relating to the Plan should be directed to the Secretary at: Chart Industries, Inc.3055 Torrington DriveBall Ground, GA 30107Attn. : Secretary 12. Notices. Any notice relating to this Agreement intended for the Grantee will be sent to the address appearing in the personnel records of th...e Company, its Affiliate or its Subsidiary. Either party may designate a different address in writing to the other. Any notice shall be deemed effective upon receipt by the addressee.View More
Plan Administration. The Plan is administered by the Committee, which has sole and exclusive power and discretion to interpret, administer, implement and construe the Plan and this Agreement. All elections, notices and correspondence relating to the Plan should be directed to the Secretary at: Chart Industries, Inc.3055 Torrington DriveBall Inc.2200 Airport Industrial DriveSuite 100Ball Ground, GA 30107Attn. : Secretary 12. Notices. Any notice relating to this Agreement intended for the Grantee will be sent to the a...ddress appearing in the personnel records of the Company, its Affiliate or its Subsidiary. Either party may designate a different address in writing to the other. Any notice shall be deemed effective upon receipt by the addressee. View More
Plan Administration. (a) The Committee shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions. Subject to the requirements for qualifying compensation as Performance-Based Compensation, the Committee may delegate specific administrative tasks to Company employees or others as appropriate for proper administration of the Plan. Subject to the limitations on Committee discretion imposed under Section 162(m) of the Code, the Committee shall have such powers... as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers and duties, but subject to the terms of the Plan: (i) discretionary authority to construe and interpret the terms of the Plan, and to determine eligibility, Awards and the amount, manner and time of payment of any Awards hereunder; (ii) to prescribe forms and procedures for purposes of Plan participation and distribution of Awards; and (iii) to adopt rules, regulations and bylaws and to take such actions as it deems necessary or desirable for the proper administration of the Plan. (b) Any rule or decision by the Committee that is not inconsistent with the provisions of the Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law.View More
Plan Administration. (a) The (a)The Committee shall be responsible for the general administration and interpretation of the this Plan and for carrying out its provisions. Subject to provisions, including the requirements for qualifying compensation as Performance-Based Compensation, the Committee may delegate specific administrative tasks to Company employees or others as appropriate for proper administration of the Plan. Subject to the limitations on Committee discretion imposed under Section 162(m) of the Code, th...e Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers and duties, but subject to the terms of the Plan: (i) discretionary authority to construe and interpret the terms of this Plan, determine the Plan, and to determine eligibility, Awards and the amount, manner and time of payment of any Awards hereunder; (ii) to Bonuses, prescribe forms and procedures for purposes of Plan participation and distribution of Awards; Bonuses and (iii) to adopt rules, regulations and bylaws and to take such actions as it deems necessary or desirable for the proper administration of this Plan. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan. (b) Any Plan to one or more directors and/or officers of the Company for administrative purposes. 2 (b)Any rule or decision by the Committee or its delegate(s) that is not inconsistent with the provisions of the this Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law. View More
Plan Administration. (a) The Committee shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions. Subject to the requirements for qualifying compensation as Performance-Based Compensation, terms of the Plan and the limitations imposed on the Committee under Code Section 162(m), (i) the Committee may delegate specific administrative tasks to Company employees or others as appropriate for proper administration -2- of the Plan. Subject to the limitations on C...ommittee discretion imposed under Section 162(m) of the Code, Plan and (ii) the Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers and duties, but subject to the terms of the Plan: duties: (i) discretionary authority to construe and interpret the terms of the Plan, and to determine eligibility, Awards and the amount, manner and time of payment of any Awards hereunder; (ii) to determine whether an Award will be a Qualified Performance-Based Award or a Non-Qualified Award (provided, however, that (x) such determination shall be made in writing on or prior to the Determination Date and (y) neither the grant nor the payment of any Non-Qualified Award shall be made contingent on the failure to earn any Qualified Performance-Based Award); (iii) to prescribe forms and procedures for purposes of Plan participation and distribution of Awards; and (iii) (iv) to adopt rules, regulations and bylaws and to take such actions as it deems necessary or desirable for the proper administration of the Plan. (b) Any rule or decision by the Committee that is not inconsistent with the provisions of the Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law. View More
Plan Administration. (a) The Committee shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions. Subject to the requirements for qualifying compensation as Performance-Based Compensation, the Committee may delegate specific administrative tasks to Company employees or others as appropriate for proper administration of the Plan. Compensation. Subject to the limitations on Committee discretion imposed under Code Section 162(m) of the Code, 162(m), including... limits on discretionary bonus increases, the Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way hereunder. The Committee shall be responsible for the general administration and interpretation of limitation, this Plan and for carrying out its provisions, including the following powers and duties, but subject to the terms of the Plan: (i) discretionary authority to construe and interpret the terms of this Plan, determine the Plan, and to determine eligibility, Awards and the amount, manner and time of payment of any Awards hereunder; (ii) to Bonuses, prescribe forms and procedures for purposes of Plan participation and distribution of Awards; Bonuses and (iii) to adopt rules, regulations and bylaws and to take such actions action as it deems necessary or desirable for the proper administration of the this Plan. The Committee may delegate its administrative tasks to Harris Teeter Supermarkets, Inc. employees or others as appropriate for proper administration of this Plan. (b) Any rule or decision by the Committee or its delegate(s) that is not inconsistent with the provisions of the this Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law. View More
Plan Administration. 13.1 Administration By Committee. The Plan shall be administered by the Committee, the members of which shall be appointed by the Board and which shall have the authority to: (a) construe and interpret the Plan and apply its provisions; (b) promulgate, amend and rescind rules and regulations relating to the administration of the Plan; (c) authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (d) determine minimum or maximum amou...nts that Participants may elect to defer under the Plan; (e) select the Investment Options that will be available for the deemed investment of Accounts under the Plan and establish procedures for permitting Participants to change their selected Investment Options; (f) select, subject to the limitations set forth in the Plan, those Employees who shall be Eligible Employees; (g) evaluate whether a Participant who has requested payment from his or her Account on account of an Unforeseeable Emergency has experienced an Unforeseeable Emergency and the amount of any payment necessary to satisfy the Participant's emergency need; (h) calculate deemed investment earnings and losses; (i) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument, Election Notice or agreement relating to the Plan; (j) exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan; and (k) approve and adopt any amendment to the Plan. 13.2 Non-Uniform Treatment. The Committee's determinations under the Plan need not be uniform and any such determinations may be made selectively among 14 Participants. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations with regard to the terms or conditions of any Elective Deferral. 13.3 Committee Decisions Final. Subject to Section 16, all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious. 13.4 Indemnification. No member of the Committee or any designee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from his or her own willful malfeasance, gross negligence or reckless disregard of his or her duties.View More
Plan Administration. 13.1 11.1 Administration By Committee. Plan Administrator. The Plan shall be administered by the Committee, the members of which shall be appointed by the Board and Plan Administrator, which shall have the authority to: (a) construe and interpret the Plan and apply its provisions; (b) promulgate, amend amend, and rescind rules and regulations relating to the administration of the Plan; (c) authorize any person to execute, on behalf of the Company, any instrument required to carry out the purpose...s of the Plan; (d) determine minimum or maximum amounts amounts, and the types of compensation, that Participants may elect to defer under the Plan; (e) select determine the Investment Options that will be available for amount of any Excess NQ Match and Excess NQ RSA Contributions with respect to any Plan Year, in accordance with the deemed investment terms of Accounts under the Plan and establish procedures for permitting Participants to change their selected Investment Options; Plan; (f) select, subject to the limitations set forth in the Plan, those Employees who shall be Eligible Employees; Employees and Eligible Executives; (g) evaluate whether a Participant who has requested payment from his or her Account on account of an Unforeseeable Emergency has experienced an Unforeseeable Emergency and the amount of any payment necessary to satisfy the Participant's emergency need; (h) calculate deemed investment earnings and losses; (i) losses on Accounts; (h) interpret, administer, reconcile any inconsistency in, correct any defect in in, and/or supply any omission in the Plan and any instrument, Election Notice Deferral Election, or agreement relating to the Plan; (j) and (i) exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan; and (k) approve and adopt any amendment to the Plan. 13.2 11.2 Non-Uniform Treatment. The Committee's Plan Administrator's determinations under the Plan need not be uniform and any such determinations may be made selectively among 14 Participants. Without limiting the generality of the foregoing, the Committee Plan Administrator shall be entitled, among other things, to make non-uniform and selective determinations with regard to to: (a) the terms or conditions of any Elective Deferral. 13.3 Committee Deferral; or (b) the amount, terms, or conditions of any Excess NQ Match or Excess NQ RSA Contribution, in accordance with the Plan terms. 11.3 Plan Administrator Decisions Final. Subject to Section 16, 14, all decisions made by the Committee Plan Administrator pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, Participants and Beneficiaries, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious. 13.4 11.4 Indemnification. No member of Neither the Committee or Plan Administrator nor any designee shall be liable for any action, failure to act, determination determination, or interpretation made in good faith with respect to the Plan except for any liability arising from his or her own willful wilful malfeasance, gross negligence negligence, or reckless disregard of his or her duties. 9 12. Amendment and Termination. Subject to the applicable requirements of Section 409A of the Code, the Board, or any committee designated by the Board, may, at any time, and in its discretion, alter, amend, modify, suspend, or terminate the Plan or any portion thereof, provided, however, that no such alteration, amendment, modification, suspension, or termination shall, without the consent of a Participant, reduce the amounts credited to the Participant's Account as of such date. View More
Plan Administration. 13.1 14.1 Administration By by Committee. The Plan shall be administered by the Committee, the members of which shall be appointed by the Board and Committee which shall have the authority to: (a) construe and interpret the Plan and apply its provisions; 8 (b) promulgate, amend amend, and rescind rules and regulations relating to the administration of the Plan; (c) authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (d) determ...ine minimum or maximum percentages or amounts that Participants may elect to defer under the Plan; (e) select the Investment Options that will be available for the deemed investment of Accounts under the Plan and establish procedures for permitting Participants to change their selected Investment Options; (f) select, subject to the limitations set forth in the Plan, those Employees who shall be Eligible Employees; (g) (f) evaluate whether a Participant who has requested payment from his or her Account on account of an Unforeseeable Emergency has experienced an Unforeseeable Emergency and the amount of any payment necessary to satisfy the Participant's emergency need; (h) (g) calculate deemed investment earnings gains and losses; (i) (h) interpret, administer, reconcile any inconsistency in, correct any defect in and/or in, and supply any omission in the Plan and any instrument, Election Notice Form, or agreement relating to the Plan; (j) and (i) exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan; and (k) approve and adopt any amendment to the Plan. 13.2 14.2 Non-Uniform Treatment. The Committee's determinations under the Plan need not be uniform and any such determinations may be made selectively among 14 the Participants. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations with regard to the terms or conditions of any Elective Deferral. 13.3 Deferrals. 14.3 Committee Decisions Final. Subject to Section 16, 17, all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious. 13.4 14.4 Indemnification. No member of the Committee or any designee shall be liable for any action, failure to act, determination determination, or interpretation made in good faith with respect to the Plan Plan, except for any liability arising from his or her own willful malfeasance, gross negligence negligence, or reckless disregard of his or her duties. View More
Plan Administration. 13.1 Section 13.01 Administration By Committee. The Plan shall be administered by the Committee, the members of which shall be appointed by the Board and which shall have the authority to: (a) construe (a)Construe and interpret the Plan and apply its provisions; (b) promulgate, amend -10 (b)Promulgate, amend, and rescind rules and regulations relating to the administration of the Plan; (c) authorize (c)Authorize any person to execute, on behalf of the Company, any instrument required to carry ou...t the purposes of the Plan; (d) determine minimum or maximum amounts that Participants may elect to defer under (d)Determine the Plan; (e) select the Investment Options types of Eligible Compensation that will be available for the deemed investment of Accounts under deferred into the Plan and establish procedures for permitting Participants to change their selected Investment Options; (f) select, via Participant Contributions; (e)Select, subject to the limitations set forth in the Plan, those Employees who shall be Eligible Employees; (g) evaluate whether a Participant who has requested payment from his or her Account on account of an Unforeseeable Emergency has experienced an Unforeseeable Emergency and the amount of any payment necessary to satisfy the Participant's emergency need; (h) calculate deemed investment earnings and losses; (i) interpret, (f)Interpret, administer, reconcile any inconsistency in, correct any defect in in, and/or supply any omission in the Plan and any instrument, Election Notice Participation Election, or agreement relating to the Plan; (j) exercise and (g)Exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan; and (k) approve and adopt any amendment to the Plan. 13.2 Section 13.02 Non-Uniform Treatment. The Committee's determinations under the Plan need not be uniform and any such determinations may be made selectively among 14 Participants. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations with regard to the terms or conditions of any Elective Deferral. 13.3 Section 13.03 Committee Decisions Final. Subject to the claims procedures set forth in Section 16, 14, all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious. 13.4 Section 13.04 Indemnification. No member of the Committee or any designee shall be liable for any action, failure to act, determination determination, or interpretation made in good faith with respect to the Plan except for any liability arising from his or her own willful malfeasance, gross negligence negligence, or reckless disregard of his or her duties. View More
Plan Administration. The Plan shall be administered by the CEO or the designee of the CEO (the "Plan Administrator") unless otherwise delegated by the Board. For the avoidance of doubt, when the CEO is a Participant, the Plan Administrator shall be the Board or its designee. Subject to the express provisions of the Plan, the Plan Administrator shall have the power, authority, and sole and exclusive discretion to construe, interpret, and administer the Plan, including without limitation the power and authority to mak...e factual determinations relating to, and correct mistakes in, awards and to take such other action in the administration and operation of the Plan as the Plan Administrator deems appropriate under the circumstances, including but not limited to the following: 8.1.1 The Plan Administrator may, from time to time, prescribe forms and procedures for carrying out the purposes and provisions of the Plan; 8.1.2 The Plan Administrator shall have the authority to prescribe the terms of any communications made under the Plan and tointerpret and construe the Plan, any rules and regulations under the Plan, and the terms and conditions of any award, and answer all questions arising under the Plan, including questions on the proper construction and interpretation of the Plan; 8.1.3 The Plan Administrator may (1) notify each Participant that he or she has been selected as a Participant and (2) obtain from each Participant such agreements and powers and designations of Beneficiaries as the Plan Administrator shall reasonably deem necessary for the administration of the Plan; and 8.1.4 To the extent permitted by law, the Plan Administrator may at any time delegate such powers and duties to one or more other executives or managers, whether ministerial or discretionary, as the Plan Administrator may deem appropriate, including but not limited to authorizing the Plan Administrator's delegate to execute documents on the Plan Administrator's behalf. 8.2 Determinations by Plan Administrator. All decisions, determinations, and interpretations by the Plan Administrator regarding the Plan, any rules and regulations under the Plan, and the terms and conditions of or operation of any Plan award shall be final and binding on all Participants, Beneficiaries, heirs, assigns, or other persons holding or claiming rights under the Plan or any award. Upon termination of the Plan, distribution of vested awards shall be made to Participants and Beneficiaries in the manner and at the time described in Sections 6 and 7, unless an Authorized Party determines in his or her sole discretion that all such amounts shall be distributed upon termination of the Plan, in accordance with Section 409A to the extent applicable. TVA and the Plan Administrator, after such amendment or termination, shall continue to have full administrative powers to take any and all action contemplated by the Plan which is necessary or desirable and to make payment of any outstanding awards earned by Participants in accordance with the terms of the Plan.View More
Plan Administration. The Plan shall be administered by the CEO or the designee of the CEO (the "Plan Administrator") unless otherwise delegated by the Board. For the avoidance of doubt, when the CEO is a Participant, the Plan Administrator shall be the Board or its designee. Administrator. Subject to the express provisions of the Plan, the Plan Administrator shall have the power, authority, and sole and exclusive discretion to construe, interpret, interpret and administer the Plan, including without limitation limit...ation, the power and authority to make factual determinations relating to, and correct mistakes in, awards awards, and to take such other action in the administration and operation of the Plan as the Plan Administrator deems appropriate under the circumstances, including but not limited to the following: 8.1.1 The 6.1.1The Plan Administrator may, from time to time, prescribe forms and procedures for carrying out the purposes and provisions of the Plan; 8.1.2 The Plan. 6.1.2The Plan Administrator shall have the authority to prescribe the terms of any communications made under the Plan and tointerpret Plan, to interpret and construe the Plan, any rules and regulations under the Plan, and the terms and conditions of any award, and to answer all questions arising under the Plan, including questions on the proper construction and interpretation of the Plan; 8.1.3 The Plan. 6.1.3The Plan Administrator may (1) (a) notify each Participant that he or she has been selected as a Participant and (2) (b) obtain from each Participant such agreements and powers and designations of Beneficiaries as the Plan Administrator shall reasonably deem necessary for the administration of the Plan; and 8.1.4 To Plan. 6.1.4To the extent permitted by law, the Plan Administrator may at any time delegate such powers and duties to one or more other executives or managers, whether ministerial or discretionary, as the Plan Administrator may deem appropriate, including but not limited to to, authorizing the Plan Administrator's delegate to execute documents on the Plan Administrator's behalf. 8.2 Determinations 6.2Determinations by Plan Administrator. All decisions, determinations, determinations and interpretations by the Plan Administrator regarding the Plan, any rules and regulations under the Plan, and the terms and conditions of or operation of any Plan award award, shall be final and binding on all Participants, Beneficiaries, heirs, assigns, or other persons holding or claiming rights under the Plan or any award. The Plan Administrator shall consider such factors as it deems relevant, in its sole and absolute discretion, in making such decisions, determinations, and interpretations including, without limitation, the recommendations or advice of the Board, CEO or any other employee of TVA and such consultants and accountants as it deems appropriate. No amendment or termination of the Plan may adversely affect, other than as specified in the Plan, any right acquired by any Participant or any Beneficiary of a Participant's Account established before the effective date of such amendment or termination without such Participant's consent. Upon termination of the Plan, distribution of vested awards Account balances shall be made to Participants and Beneficiaries in the manner and at the time described in Sections 6 and 7, herein, unless an Authorized Party the Plan Administrator determines in his or her its sole discretion that all such amounts shall be distributed upon termination of the Plan, in accordance with Section 409A to the extent applicable. TVA and the Plan Administrator, after such amendment or termination, shall continue to have full administrative powers to take any and all action contemplated by the Plan which is necessary or desirable and to make payment of any outstanding awards earned by Participants in accordance with the terms of the Plan. View More
Plan Administration. (a) General. The Plan shall be administered by the CEO Plan Administrator. The Plan Administrator shall have such powers and authority as may be necessary or appropriate for the designee Plan Administrator to carry out its functions as described in the Plan. No member of the CEO (the "Plan Administrator") unless otherwise delegated by the Board. For the avoidance of doubt, when the CEO is a Participant, the Plan Administrator shall be liable for any action or determination made in good faith by ...the Board Plan Administrator with respect to the Plan or its designee. any Award hereunder. The Plan Administrator may delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under this Plan. (b) Discretionary Authority. Subject to the express provisions limitations of the Plan, the Plan Administrator shall have the power, authority, and sole and exclusive authority in its discretion to construe, interpret, determine the time or times at which Awards may be granted, the recipients of Awards, the Performance Criteria, the Performance Goals and administer the Plan, including without limitation the power and authority to make factual determinations relating to, and correct mistakes in, awards and to take such all other action in the administration and operation terms of the Plan as the Plan Administrator deems appropriate under the circumstances, including but not limited to the following: 8.1.1 The Plan Administrator may, from time to time, prescribe forms and procedures for carrying out the purposes and provisions of the Plan; 8.1.2 an Award. The Plan Administrator shall also have the discretionary authority to prescribe the terms of any communications made under the Plan and tointerpret and construe interpret the Plan, any rules and regulations to make all factual determinations under the Plan, and the terms and conditions of any award, and answer to make all questions arising under the Plan, including questions on the proper construction and interpretation of the Plan; 8.1.3 The Plan Administrator may (1) notify each Participant that he other determinations necessary or she has been selected as a Participant and (2) obtain from each Participant such agreements and powers and designations of Beneficiaries as the Plan Administrator shall reasonably deem necessary advisable for the administration of the Plan; and 8.1.4 To the extent permitted by law, the Plan. The Plan Administrator may at any time delegate such powers prescribe, amend, and duties rescind rules and regulations relating to one or more other executives or managers, whether ministerial or discretionary, as the Plan Administrator may deem appropriate, including but not limited to authorizing the Plan Administrator's delegate to execute documents on the Plan Administrator's behalf. 8.2 Determinations by Plan Administrator. Plan. All decisions, interpretations, determinations, and interpretations actions by the Plan Administrator regarding the Plan, any rules and regulations under the Plan, and the terms and conditions of or operation of any Plan award shall be final final, conclusive, and binding on upon all Participants, Beneficiaries, heirs, assigns, or other persons holding or claiming rights under the Plan or any award. Upon termination of the Plan, distribution of vested awards shall be made to Participants and Beneficiaries in the manner and at the time described in Sections 6 and 7, unless an Authorized Party determines in his or her sole discretion that all such amounts shall be distributed upon termination of the Plan, in accordance with Section 409A to the extent applicable. TVA and the Plan Administrator, after such amendment or termination, shall continue to have full administrative powers to take any and all action contemplated by the Plan which is necessary or desirable and to make payment of any outstanding awards earned by Participants in accordance with the terms of the Plan. parties. View More
Plan Administration. The Plan shall be administered by the CEO Plan Administrator. The Plan Administrator shall have such powers and authority as may be necessary or appropriate for the designee Plan Administrator to carry out its functions as described in the Plan. No member of the CEO (the "Plan Administrator") unless otherwise delegated by the Board. For the avoidance of doubt, when the CEO is a Participant, the Plan Administrator shall be liable for any action or determination made in good faith by the Board Pla...n Administrator with respect to the Plan or its designee. any Award hereunder. The Plan Administrator may delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under this Plan. (b) Discretionary Authority. Subject to the express provisions limitations of the Plan, the Plan Administrator shall have the power, authority, and sole and exclusive authority in its discretion to construe, interpret, determine the time or times at which Awards may be granted, the recipients of Awards, the Performance Criteria, the Performance Goals and administer the Plan, including without limitation the power and authority to make factual determinations relating to, and correct mistakes in, awards and to take such all other action in the administration and operation terms of the Plan as the Plan Administrator deems appropriate under the circumstances, including but not limited to the following: 8.1.1 The Plan Administrator may, from time to time, prescribe forms and procedures for carrying out the purposes and provisions of the Plan; 8.1.2 an Award. The Plan Administrator shall also have the discretionary authority to prescribe the terms of any communications made under the Plan and tointerpret and construe interpret the Plan, any rules and regulations to make all factual determinations under the Plan, and the terms and conditions of any award, and answer to make all questions arising under the Plan, including questions on the proper construction and interpretation of the Plan; 8.1.3 The Plan Administrator may (1) notify each Participant that he other determinations necessary or she has been selected as a Participant and (2) obtain from each Participant such agreements and powers and designations of Beneficiaries as the Plan Administrator shall reasonably deem necessary advisable for the administration of the Plan; and 8.1.4 To the extent permitted by law, the Plan. The Plan Administrator may at any time delegate such powers prescribe, amend, and duties rescind rules and regulations relating to one or more other executives or managers, whether ministerial or discretionary, as the Plan Administrator may deem appropriate, including but not limited to authorizing the Plan Administrator's delegate to execute documents on the Plan Administrator's behalf. 8.2 Determinations by Plan Administrator. Plan. All decisions, interpretations, determinations, and interpretations actions by the Plan Administrator regarding the Plan, any rules and regulations under the Plan, and the terms and conditions of or operation of any Plan award shall be final final, conclusive, and binding on upon all Participants, Beneficiaries, heirs, assigns, or parties. In addition, any other persons holding or claiming rights under the Plan or any award. Upon termination employees of the Plan, distribution of vested awards shall be made to Participants and Beneficiaries in the manner and at the time described in Sections 6 and 7, unless an Authorized Party determines in his or her sole discretion that all such amounts shall be distributed upon termination of the Plan, in accordance with Section 409A to the extent applicable. TVA and the Plan Administrator, after such amendment or termination, shall continue to have full administrative powers to take any and all action contemplated Company designated by the Plan which is necessary or desirable and Administrator to make payment of any outstanding awards earned by Participants receive an Award for a Plan Year shall become a Participant in accordance the Plan with the terms of the Plan. respect to such Plan Year. View More
Plan Administration. The Plan shall be administered by the Compensation Committee ("Committee") of the Board of Directors of the Bank. The Committee shall have the power and authority, subject to the provisions of the Plan and applicable law, to (a) establish, amend, suspend or waive such rules and regulations and appoint such agents as it deems necessary or advisable for the proper administration of the Plan, (b) construe, interpret and administer the Plan and any instrument or agreement relating to the Plan, and (...c) make all other determinations and take all other actions necessary or advisable for the administration of the Plan. Unless otherwise expressly provided in the Plan, each determination made and each action taken by the Committee pursuant to the Plan or any instrument or agreement relating to the Plan (a) shall be within the sole discretion of the Committee, (b) may be made at any time, and (c) shall be final, binding and conclusive for all purposes on all persons, including, but not limited to, Participants in the Plan, their legal representatives and beneficiaries and employees of the Bank and its affiliates.View More
Plan Administration. The Plan shall be administered by the Compensation Committee ("Committee") of the Board of Directors Directors, which shall consist of two or more members appointed from time to time by the Board of Directors. Each member of the Bank. Committee shall be an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The Committee shall have the full power and authority, subject to the provisions of the Plan and applicable law, to to: (a) ...establish, amend, suspend or waive such rules and regulations and appoint such agents as it deems necessary or advisable for the proper administration of the Plan, (b) construe, interpret and administer the Plan and any instrument or agreement relating to the Plan, and (c) make all other determinations and take all other actions necessary or advisable for the administration of the Plan. Plan, provided that the Committee shall have no authority to take any action that would cause any award to any Participant under this Plan to fail to qualify as "performance-based compensation" under Section 162(m) of the Code except as permitted pursuant to Section 9 hereof. Unless otherwise expressly provided in the Plan, each determination made and each action taken by the Committee pursuant to the Plan or any instrument or agreement relating to the Plan (a) shall be within the sole discretion of the Committee, (b) may be made at any time, and (c) shall be final, binding and conclusive for all purposes on all persons, including, but not limited to, Participants in the Plan, their legal representatives and beneficiaries and employees of the Bank Corporation and its affiliates. subsidiaries. View More
Plan Administration. The Plan shall be is administered by the Compensation Committee ("Committee") of the Board of Directors of the Bank. Company (the "Committee"). The Committee shall have has the power and authority, subject to the provisions of the Plan and applicable law, to (a) establish, amend, suspend or waive such rules and regulations and appoint such agents as it deems necessary or advisable for the proper administration of the Plan, (b) construe, interpret and administer the Plan and any instrument or agr...eement relating to the Plan, and (c) make all other determinations and take all other actions necessary or advisable for the administration of the Plan. Unless otherwise expressly provided in the Plan, each determination made and each action taken by the Committee pursuant to the Plan or any instrument or agreement relating to the Plan (a) shall be within the sole discretion of the Committee, (b) may be made at any time, and (c) shall be final, binding and conclusive for all purposes on all persons, including, but not limited to, Participants in the Plan, their legal representatives and beneficiaries and employees of the Bank Company. At the beginning of each Plan Year, the Committee shall review the Plan and its affiliates. recommend for approval by the Board of Directors any amendments or revisions thereto which it deems appropriate or desirable. View More
