Plan Administration Contract Clauses (1,059)

Plan Administration. Except where specific authority is granted in the Plan to a CEO, the Plan shall be administered by the Board of FirstSun, 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) interpret, administer, reconcile any inconsistency... in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to the Plan; and (e) exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan. The determinations of the Board need not be uniform and any such determinations may be made selectively among Participants. All decisions made by the Board pursuant to the provisions of the Plan shall be final and binding on FirstSun, the Bank, the Participants and all other persons.11.2 CEO Awards. To the extent that a CEO has been granted Awards under the Plan, all decisions and determinations with respect to the CEO's Awards shall be made by the Board upon the recommendations of the Compensation Committee of the Board.11.3 Indemnification. No member of the Board, 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. 3.2 Powers of the Administrator. 3.3 Binding Determinations. 3.4 Reliance on Experts. 3.5 Delegation.

Plan Administration. 3.2Powers of the Administrator. 3.3Prohibition on Repricing. 3.4Binding Determinations. 3.5Reliance on Experts. 3.6Delegation.

Plan Administration. 3.1. The Plan Administrator shall administer the Plan and may interpret the Plan, prescribe, amend and rescind rules and regulations under the Plan and make all other determinations necessary or advisable for the administration of the Plan, subject to all the provisions of the Plan. All decisions made by the Plan Administrator pursuant to the Plan shall be made in its sole and absolute discretion and shall be final and binding on the Eligible Employees and their beneficiaries and the Company.... By accepting payments under this Plan, the Eligible Employee agrees that all decisions made by the Plan Administrator shall be final and binding on the Eligible Employee, the Eligible Employees beneficiaries and any other person having or claiming an interest under the Plan. 3.2. The Plan Administrator may delegate any of its duties hereunder to such person or persons from time to time as it may designate. 3.3. The Plan Administrator is empowered, on behalf of the Plan, to engage accountants, legal counsel and such other personnel as it deems necessary or advisable to assist it in the performance of its duties under the Plan. The functions of any such persons engaged by the Plan Administrator shall be limited to the specified services and duties for which they are engaged, and such persons shall have no other duties, obligations or responsibilities under the 10 Plan. Such persons shall exercise no discretionary authority or discretionary control respecting the management of the Plan. All reasonable expenses thereof shall be borne by the Company. View More

Plan Administration. (a) The Plan Administrator is responsible for the general administration and management of the Plan and shall have all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply the Plan and to determine all questions 4 relating to eligibility for benefits. The Plan shall be interpreted in accordance with its terms and their intended meanings. However, the Plan Administrator and all Plan fiduciaries shall have the discretion... to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact needed in the administration of the Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious. (b) All actions taken and all determinations made in good faith by the Plan Administrator or by Plan fiduciaries will be final and binding on all persons claiming any interest in or under the Plan. To the extent the Plan Administrator or any Plan fiduciary has been granted discretionary authority under the Plan, the Plan Administrator's or Plan fiduciary's prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. (c) If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Plan Administrator in its sole discretion, the provision shall be considered ambiguous and shall be interpreted by the Plan Administrator and all Plan fiduciaries in a fashion consistent with its intent, as determined in the sole discretion of the Plan Administrator. The Plan Administrator shall amend the Plan retroactively to cure any such ambiguity. (d) No Plan fiduciary shall have the authority to answer questions about any pending or final business decision of the Company or any affiliate that has not been officially announced, to make disclosures about such matters, or even to discuss them, and no person shall rely on any unauthorized, unofficial disclosure. Thus, before a decision is officially announced, no fiduciary is authorized to tell any employee, for example, that the employee will or will not be laid off or that the Company will or will not offer exit incentives in the future. Nothing in this subsection shall preclude any fiduciary from fully participating in the consideration, making, or official announcement of any business decision. (e) This Section 6 may not be invoked by any person to require the Plan to be interpreted in a manner inconsistent with its interpretation by the Plan Administrator or other Plan fiduciaries. View More

Plan Administration. The Plan is administered by a Committee of the Company's Board of Directors, whose function is to ensure the Plan is managed according to its terms and conditions. To the extent any provision of this Award is inconsistent or in conflict with any provision of the Plan, the Plan shall govern. A request for a copy of the Plan and any questions pertaining to the Plan should be directed to: EXECUTIVE COMPENSATION OFFICECOCA-COLA ENTERPRISES, INC.2500 WINDY RIDGE PARKWAYATLANTA, GA 30339USA(001)... 678-260-3000 EX-10.8.2 4 exhibit1082formofussroffic.htm EXHIBIT 10.8.2 Exhibit 10.8.2 Form of US Sr Officer PSU Award Exhibit 10.8.2Coca-Cola Enterprises, Inc.Form of Performance Share Unit Agreement For Senior Officers in the United StatesName of Performance Stock Unit Recipient:Target PSU Award:Service Date:Payment Date:The terms and conditions applicable to this Performance Share Unit Award ("PSU Award" or "Award") made by Coca-Cola Enterprises, Inc. (the "Company") to U.S. executives on [DATE OF GRANT] are described below. This grant was made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (As Amended Effective February 7, 2012) (the "Plan"), the terms of which are incorporated into this document. All capitalized terms in this agreement (the "Agreement") shall have the meaning assigned to them in this Agreement or in the Plan.1.Performance Share Unit Award. Your Target PSU Award is expressed as the number of performance stock units ("PSUs") that will be earned if the target goal(s) of the Performance Conditions described in Section 2, below, are met (prior to any adjustment).2.Vesting in Your PSU Award. Upon the satisfaction of both the performance and service conditions to vesting (except as provided in Section 3), the Company will distribute a share of Coca-Cola Enterprises, Inc.'s common stock ("Stock") to you for each PSU earned under your PSU Award. a. Service Condition to Vesting. You must remain continuously employed by the Company or an Subsidiary until the Service Date to satisfy the service condition to vesting. b. Performance Conditions to Vesting. The percentage of the Target PSU Award that you earn will be determined based on the results under the Performance Conditions, which are as follows: [INSERT DEFINITIONS OF EACH PERFORMANCE CONDITION, THE PERFORMANCE PERIOD, THE MINIMUM, TARGET AND MAXIMUM PERFORMANCE LEVELS (TOGETHER WITH THE CORRESPONDING PERCENTAGE OF PSUs EARNED AT SUCH LEVELS), AND ADJUSTMENT RULES, IF ANY]. View More

Plan Administration. (a) The Committee shall be responsible for the general administration and interpretation of the Bonus 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 Bonus Plan. Subject to the limitations on Committee discretion imposed under Section 162(m), 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 Bonus Plan: 2 (i) authority to adopt Performance Goals and Target Bonus Awards under the Bonus Plan for the Performance Period on or prior to the Target Determination Cutoff Date; (ii) authority to determine eligibility and the amount, manner and time of payment of any Bonus Awards hereunder, including authority to exercise negative discretion in reducing any Maximum Bonus Award; (iii) authority to construe and interpret the terms of the Bonus Plan; (iv) authority to prescribe forms and procedures for purposes of Bonus Plan participation and distribution of Bonus Awards; and (v) authority to adopt rules, regulations and bylaws and to take such actions as it deems necessary or desirable for the proper administration of the Bonus Plan. (b) Any rule or decision by the Committee that is not inconsistent with the provisions of the Bonus Plan or the 2012 Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law. View More

Plan Administration. The Deferred Stock Award described in this Agreement has been granted subject to the terms of the Stock Incentive Plan, and the shares deliverable to Participant in connection with a Deferred Stock Award will be from the shares available for grant pursuant to the terms of the Stock Incentive Plan. The Deferred Cash Award described in this Agreement has been granted subject to the terms of the DCAP. The Committee has the exclusive discretionary authority to make findings of fact, conclusions,... and determinations regarding the interpretation of the Agreements or relevant Plan provisions or the administration of the Awards (including but not limited to determining exchange rates for Award settlement), and will have the exclusive and final authority to determine all calculations of all Award amounts, including notional interest. The Committee has the exclusive authority to establish administrative procedures to implement the terms of the Award. Any such procedure will be conclusive and binding on Participant. View More

Plan Administration. (a) Administration. The Plan shall be administered by the Committee. The Committee shall have full discretionary authority to establish the rules and regulations relating to the Plan, to interpret the Plan and those rules and regulations, to determine the Awards and the Performance Measures applicable to each Award, to approve all Awards, to decide the facts in any case arising under the Plan, and to make all other determinations and to take all other actions necessary or appropriate for the... proper administration of the Plan. In making any determinations under or referred to in the Plan, the Committee shall be entitled to rely on opinions, reports or statements of employees of the Company and of counsel, public accountants, and other professional or expert persons. The Committee's administration of the Plan, including all such rules and regulations, interpretations, selections, determinations, approvals, decisions, delegations, amendments, terminations and other actions, shall be final and binding on the Company and its stockholders and all employees, including Participants and their beneficiaries. No member of the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award. (b) Delegation. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members, and may delegate all or any part of its responsibilities and powers for administering the Plan to one or more persons as the Committee deems appropriate, and at any time may revoke any such allocation or delegation. View More

Plan Administration. The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors of the Corporation (the "Board"), provided that the Committee may by resolution authorize one or more officers of the Corporation to perform any or all things that the Committee is authorized and empowered to do or perform under the Plan, and for all purposes under this Plan, such officer or officers shall be treated as the Committee; provided, however, that (1) the Committee shall... administer the Plan with respect to the Corporation's Chief Executive Officer, Executive Chairman and the other executive officers of the Corporation who are subject to Section 16 of the Securities Exchange Act of 1934 and there shall be no delegation of any of the Committee's authority under the Plan with respect to the Chief Executive Officer, Executive Chairman and such other executive officers of the Corporation, and (2) the resolution so authorizing such officer or officers shall specify the maximum aggregate dollar amount of all Incentive Awards such officer or officers may award pursuant to such delegated authority. No such officer shall designate himself or herself as a recipient of any Incentive Awards granted under authority delegated to such officer. The Committee shall have full power and authority, subject to the provisions of the Plan and applicable law, to (a) determine the eligible Participants and their target percentages; (b) determine the individual and/or corporate performance criteria and the performance goals and the relative weightings of each criterion; (c) 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; (d) construe, interpret and administer the Plan and any instrument or agreement relating to the Plan; and (e) 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 Corporation and its subsidiaries. The foregoing means, for instance, that the same individual performance and/or company performance in different performance periods could result in vastly different Incentive Award payouts. Because the amount of any award is wholly within the Committee's discretion, the following terms and conditions serve only as a general guide for determining amounts payable pursuant to the Plan, if any. View More