Plan Administration Contract Clauses (1,060)
Grouped Into 48 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
... all 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.
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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.
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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
... all 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.
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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
... 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, 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.
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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
... all 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.
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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.
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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
... all 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.
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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
... 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, 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.
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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.
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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
... 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) 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.
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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.
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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
... 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 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.
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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.
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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
... 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) 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.
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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.
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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
... 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 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.
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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.
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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.
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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.
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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.
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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.
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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
... interpretation 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.
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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.
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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.
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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
... interpretation 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.
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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.
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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
... 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.
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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
... address 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.
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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.
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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,... 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 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.
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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... Committee 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.
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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.
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