Administration by the Board Sample Clauses
The "Administration by the Board" clause defines the authority and responsibilities of a company's board of directors in managing and overseeing the implementation of an agreement or plan. Typically, this clause grants the board the power to interpret the agreement, make decisions regarding its operation, and resolve any disputes or ambiguities that arise. For example, the board may determine eligibility for participation in a stock option plan or approve amendments to the plan's terms. The core function of this clause is to centralize decision-making and ensure consistent, authoritative administration, thereby reducing uncertainty and streamlining governance.
Administration by the Board. The Board, or its Compensation Committee --------------------------- as determined by the Board, shall be (i) solely responsible for the interpretation and administration of Section 3.2 of this Agreement, and (ii) entitled to modify Section 3.2 of this Agreement and the (including, without limitation, performance criteria and targets) as necessary or appropriate to achieve the purposes and intents of the same in light of changing or extenuating circumstances. All such actions, decisions, and modifications regarding this Agreement made in good faith by the Board, or by its Compensation Committee, shall be final and binding on Executive.
Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan or of any Option shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option.
Administration by the Board. The Plan shall be administered by the Board in accordance with the provision of this Plan.
Administration by the Board. The Board, or its Compensation Committee --------------------------- as determined by the Board, shall be (i) solely responsible for the interpretation and administration of this Agreement, the Transition Assistance Loan, Bonus Arrangements and the Stock Loans, and (ii) entitled to modify this Agreement and the (including, without limitation, performance criteria and targets) as necessary or appropriate to achieve the purposes and intents of the same in light of changing or extenuating circumstances. All such actions, decisions, and modifications regarding this Agreement, the Transition Assistance Loan, Bonus Arrangements or the Stock Loans made in good faith by the Board, or by its Compensation Committee, shall be final and binding on Executive.
Administration by the Board. This Plan shall be administered by the Board of Directors of the Company (the "Board"). The Board shall have full and final authority to operate, manage and administer the Plan on behalf of the Company. This authority includes, but is not limited to: (i) the power to grant options conditionally or unconditionally; (ii) the power to authorize an increase or decrease in the un-issued shares subject to the plan, (iii) the power to prescribe the form or forms of the instruments evidencing options granted under this Plan; (iv) the power to interpret the Plan; (v) the power to provide regulations for the operation of the incentive features of the Plan, and otherwise to prescribe regulations for interpretation, management and administration of the Plan; (vi) the power to delegate responsibility for Plan operation, management and administration on such terms, consistent with the Plan, as the Board may establish; (vii) the power to delegate to other persons the responsibility for performing ministerial acts in furtherance of the Plan's purpose; and (viii) the power to engage the services of persons or organizations in furtherance of the Plan's purpose, including but not limited to, banks, insurance companies, brokerage firms and consultants. In addition, as to each option, the Board shall have full and final authority in its discretion: (i) to detemine the number of shares subject to each option; (ii) to determine the time or times at which options will be granted; (iii) to determine the option price for the shares subject to each option, which price shall be subject to the applicable requirements, if any, of Section 5.1(e) hereof, and (iv) to determine the time or times when each option shall become exercisable and the duration of the exercise period, which shall not exceed the limitations specified in Section 5. 1 (a).
Administration by the Board. (a) The NSO Plan and Agreement shall be administered by the Board, unless and until the Board delegates administration to a committee as provided in subsection (b). The Board shall have the authority to construe and interpret the NSO Plan and Agreement and to establish, amend or waive rules and regulations for its administration. All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.
(b) The Board may delegate administration of the NSO Plan and Agreement to a committee of one (1) or more members of the Board, and the term "Committee" shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the NSO Plan and Agreement, the powers possessed by the Board, subject to such resolutions, not inconsistent with the provisions of the NSO Plan and Agreement, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the NSO Plan and Agreement.
(i) To the extent Optionee is a Covered Employee, at such time as the Common Stock of the Company is publicly traded, the Committee shall consist of individuals who satisfy the requirements of "outside director" within the meaning of section 162(m) of the Code and the United States Treasury regulations promulgated thereunder), so that the Option will qualify for the performance-based compensation exemption of section 162(m) of the Code. For purposes of this Option, "Covered Employee" means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to shareholders under the Exchange Act, as determined for purposes of section 162(m) of the Code.
Administration by the Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 2(c).
Administration by the Board. The Plan shall be administered by the Board, including any duly appointed Committee of the Board. All questions of interpretation of the Plan or of any Option shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election.
Administration by the Board. The Plan shall be administered by the Board, including any duly appointed Committee of the Board. All questions of interpretation of the Plan or of any Option shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election.
Administration by the Board. (a) The NSO Plan and Agreement shall be administered by the Board, unless and until the Board delegates administration to a committee as provided in subsection (b). The Board shall have the authority to construe and interpret the NSO Plan and Agreement and to establish, amend or waive rules and regulations for its administration. All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.
(b) The Board may delegate administration of the NSO Plan and Agreement to a committee of one (1) or more members of the Board, and the term "Committee" shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the NSO Plan and Agreement, the powers possessed by the Board, subject to such resolutions, not inconsistent with the provisions of the NSO Plan and Agreement, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the NSO Plan and Agreement.
(i) To the extent Optionee is a Covered Employee, at such time as the Common Stock of the Company is publicly traded, the Committee shall consist of individuals who satisfy the requirements of "outside director" within the meaning of section 162(m) of the Code and the United States Treasury regulations promulgated thereunder), so that the Option will qualify for the performance-based compensation exemption of section 162(m) of the Code. For purposes of this Option, "Covered Employee" means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to shareholders under the Exchange Act, as determined for purposes of section 162(m) of the Code.