Administration of the Option Clause Samples

The 'Administration of the Option' clause defines how stock options or similar equity awards are managed and overseen within an agreement. It typically outlines the authority and responsibilities of the plan administrator, such as a board of directors or a designated committee, in making decisions about granting, modifying, or interpreting options. This clause ensures that there is a clear process and designated party responsible for handling all matters related to the options, thereby providing structure and consistency in the administration of the equity plan.
Administration of the Option. The Option shall be administered by the Board of Directors. All decisions of the Board of Directors with respect to the Plan shall be final, conclusive and binding upon all parties, including the Company, its shareholders, Participants and any Beneficiaries thereof, unless determined by a court having jurisdiction to be arbitrary and capricious.
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Administration of the Option. (a) The Committee shall have full discretionary authority to administer the Option, including discretionary authority to interpret and construe any and all provisions of the Award Agreement. On or after the date of grant of the Option, the Committee may (i) accelerate the date on which the Option becomes vested or exercisable, (ii) extend the period following a termination of the Participant’s directorship during which the Option may remain outstanding, or (iii) waive any conditions to the vesting or exercisability of the Option; provided that the Committee shall not have any such authority to the extent that the grant or exercise of such authority would cause any tax to become due under Section 409A of the Code or any other applicable law. Decisions of the Committee shall be final, binding and conclusive on all parties. (b) To the extent permitted by applicable law, (i) no member of the Committee shall be liable for any action, omission, or determination relating to the Option, and (ii) the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Option has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Option.
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Administration of the Option. 7.01 Subject to Sections 3.01.1, 3.02 and UMD’s publication rights under Section 7.02, during the term of an Option Year, UMD shall not market, disclose or license any Option IP disclosed in that Option Year to any third party or take any other action that would impact its ability to grant the licenses contemplated by this Option Agreement. UMD hereby represents that, as of the effective date, it has the right to grant the rights set forth in this Option Agreement and each License Amendment to Licensee; provided, however, that the foregoing is not intended to function as a representation of title or non-infringement. 7.02 In the event the UMD, its employees and students (the “Publishers”) wish to make any publication relating to any Option Intellectual Property, UMD shall provide Licensee, at least [***] prior to the first submission, publication or presentation, a copy of the abstract, paper or manuscript for review and comment. Licensee’s review shall be limited to a determination of whether the publication discloses patentable information or any confidential information disclosed by Licensee to UMD and whether Licensee desires to have its confidential information deleted or to seek patent protection for the patentable information prior to publication. In the latter case, publication may be delayed up to [***] after receipt of written notice from Licensee that it is filing for patent protection. In the former case, the author shall promptly remove Licensee confidential information from the abstract, paper or manuscript. Should Licensee’s review find no patentable or confidential information, Licensee shall immediately notify UMD. Any delay in publication shall conform to the University of Maryland Policy on Classified and Proprietary Work, as approved and periodically amended by the Board of Regents. The author of any publication shall have the final right and authority to determine the scope and content of a publication, subject only to Licensee’s limited right of review for confidential or patentable information. 7.03 UMD and Licensee shall jointly consider the filing of all patent applications relating to the Option Intellectual Property. 7.04 All patent filings will be made in the name of the University of Maryland, College Park when all inventors are UMD employees. Unless otherwise agreed to in writing, UMD shall prepare, file, prosecute, maintain and defend all patents by patent counsel selected by Licensee and approved by UMD, whose approval will ...
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Administration of the Option. (a) The Board shall have authority to administer the terms and conditions of the Option set forth in the Grant Notice and this Agreement. (b) The Board shall, within the scope of its administrative functions under the Option, have full power and authority (subject to the provisions of the Grant Notice and this Agreement) to establish such rules and procedures as it may deem appropriate for proper administration of the Option and to make such determinations under, and issue such interpretations of, the provisions of the Option as it may deem necessary or advisable. Decisions of the Board within the scope of its administrative functions under the Grant Notice and this Agreement shall be binding on all parties who have an interest in the Option.
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Administration of the Option. The Board of Directors shall have the authority, in its reasonable discretion to (a) determine the Fair Market Value of shares of Common Stock, in accordance with Section 13 below; (b) to construe and interpret the terms and conditions of the award granted hereunder, including but not limited to, the time or times when the Option may be exercised, any vesting acceleration, and any restriction or limitation regarding the Option or the shares of Common Stock relating thereto, based in each case on such factors as the Board of Directors, in its sole discretion, shall determine; and (c) to make all other determinations deemed necessary or advisable for administering the Option. The Board of Directors decisions, determinations and interpretations shall be final and binding on Optionee.
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Related to Administration of the Option

  • Administration of the Plan The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to: (a) Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; (b) Determine which Employees, directors and Consultants shall be granted Stock Rights; (c) Determine the number of Shares for which a Stock Right or Stock Rights shall be granted; provided, however, that in no event shall the aggregate grant date fair value (determined in accordance with ASC 718) of Stock Rights to be granted and any other cash compensation paid to any non-employee director in any calendar year, exceed $750,000, increased to $1,000,000 in the year in which such non-employee director initially joins the Board of Directors. (d) Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted provided that no dividends or dividend equivalents shall be paid on any Stock Right prior to the vesting of the underlying Shares. (e) Amend any term or condition of any outstanding Stock Right, provided that (i) such term or condition as amended is not prohibited by the Plan and (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without such Participant’s consent or in the event of death of the Participant the Participant’s Survivors. (f) Determine and make any adjustments in the Performance Goals included in any Performance-Based Awards; and (g) Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right; Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee. To the extent permitted under applicable law, the Board of Directors or 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 portion of its responsibilities and powers to any other person selected by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange Act.

  • Administration of the Bank a. The Committee maintains records of employees participating, receives requests, verifies validity, approves, and communicates actions to members and to the District. b. Decisions will be final and made in writing to the applicant within ten (10) working days of the application to the Committee. c. All requests and actions by the Committee will be confidential. d. The District will keep records and notify the Committee monthly of new members and days remaining in the Bank. e. If the Catastrophic Leave Program is discontinued, the Committee will continue to administer Catastrophic Leave days until the days in the Bank are exhausted. f. In order to protect someone from being charged an extra day when not necessary, the Committee shall set the maximum number of days in the bank after the first year of experience. If the number of days accumulated exceeds the maximum number of days, no contributions will be assessed except for new members wishing to join the bank.

  • Administration of the Agreement The Agreement shall be administered by the Board of Directors of the Company or its delegate (the “Administrator”). Subject to the provisions of the Agreement, the Administrator shall have full and final authority in its discretion to take any action with respect to the Agreement including, without limitation, the authority to (i) determine all matters relating to the payments; (ii) establish, amend and rescind rules and regulations for the administration of the Agreement; and (iii) construe and interpret the Agreement, to interpret rules and regulations for administering the Agreement and to make all other determinations deemed necessary or advisable for administering the Agreement. Except to the extent otherwise required under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the Administrator shall have the authority, in its sole discretion, to accelerate the date that any Consultation Payments or Separation Payments which were not otherwise vested or earned shall become vested or earned in whole or in part without any obligation to accelerate such date with respect to any other employee. The Administrator also may in its sole discretion determine that Executive’s rights or payments under the Agreement shall be subject to reduction, cancellation, forfeiture or recoupment due to conduct by Executive that is determined by the Administrator to be detrimental to the business or reputation of the Company, including, without limitation, upon termination of employment for cause; violation of policies of the Company; or breach of non-solicitation, noncompetition, confidentiality or other restrictive covenants that apply to the Executive. In addition to action by meeting in accordance with applicable laws, any action of the Administrator with respect to the Agreement may be taken by a written instrument signed by the Administrator (including, where the Board or a committee serves as the Administrator, by written consent signed by all of the members of the Board, or all of the members of a committee, and any such action so taken by written consent shall be as fully effective as if it had been taken by a majority of the members at a meeting duly held and called). No individual shall be liable while acting as Administrator for any action or determination made in good faith with respect to the Agreement, and any such individual shall be entitled to indemnification and reimbursement in the manner provided in the Company’s certificate of incorporation and bylaws and/or under applicable law.

  • ADMINISTRATION OF CONTRACT NOTICES 5 MAINTENANCE OF RECORDS 5 SEVERABILITY CLAUSE 6 SUCCESSORS IN INTEREST 6 VENUE AND GOVERNING LAW 6 MODIFICATIONS AND AMENDMENTS REQUIRED TO CONFORM TO LEGAL AND ADMINISTRATIVE GUIDELINES 6 TERMINATION 6 INSURANCE 6 INDEMNIFICATION AND HOLD HARMLESS 9 INDEPENDENT CONTRACTOR 9 SUBCONTRACTING 9 CONFLICTS OF INTEREST 10 NON-DISCRIMINATION 10 III. EDUCATIONAL PROGRAM FREE AND APPROPRIATE PUBLIC EDUCATION 11 GENERAL PROGRAM OF INSTRUCTION 11 INSTRUCTIONAL MINUTES 12 CLASS SIZE 12 CALENDARS 13 DATA REPORTING 13 LEAST RESTRICTIVE ENVIRONMENT/DUAL ENROLLMENT 14 STATEWIDE ACHIEVEMENT TESTING 14 MANDATED ATTENDANCE AT LEA MEETINGS 14 POSITIVE BEHAVIOR INTERVENTIONS AND SUPPORTS 15 STUDENT DISCIPLINE 16 IEP TEAM MEETINGS 16 SURROGATE PARENTS AND ▇▇▇▇▇▇ YOUTH 17 DUE PROCESS PROCEEDINGS 17 COMPLAINT PROCEDURES 17 STUDENT PROGRESS REPORTS/REPORT CARDS AND ASSESSMENTS 18 TRANSCRIPTS 18 STUDENT CHANGE OF RESIDENCE 19 WITHDRAWAL OF STUDENT FROM PROGRAM 19 PARENT ACCESS 19 LICENSED CHILDREN’S INSTITUTION CONTRACTORS AND RESIDENTIAL TREATMENT CENTER CONTRACTORS 19 STATE MEAL MANDATE 20 MONITORING 20 IV. PERSONNEL CLEARANCE REQUIREMENTS 21 STAFF QUALIFICATIONS 21 VERIFICATION OF LICENSES, CREDENTIALS AND OTHER DOCUMENTS 22 STAFF ABSENCE 23 48. STAFF PROFESSIONAL BEHAVIOR 23 V. HEALTH AND SAFETY MANDATES HEALTH AND SAFETY 23 FACILITIES AND FACILITIES MODIFICATIONS 24 ADMINISTRATION OF MEDICATION 24 INCIDENT/ACCIDENT REPORTING 24 CHILD ABUSE REPORTING 24 SEXUAL HARASSMENT 25 REPORTING OF MISSING CHILDREN 25 VI. FINANCIAL ENROLLMENT, CONTRACTING, SERVICE TRACKING, ATTENDANCE REPORTING AND BILLING PROCEDURES 25 RIGHT TO WITHHOLD PAYMENT 26 PAYMENT FROM OUTSIDE AGENCIES 27 PAYMENT FOR ABSENCES 27 LEA and/or NONPUBLIC SCHOOL CLOSURE DUE TO EMERGENCY 28 INSPECTION AND AUDIT 28 RATE SCHEDULE 29 DEBARMENT CERTIFICATION 29 EXHIBIT A: RATES 32 EXHIBIT B: INDIVIDUAL SERVICES AGREEMENT 34 NONPUBLIC SCHOOL/AGENCY/RELATED SERVICES PROVIDER:  

  • ADMINISTRATION OF THE CONTRACT 2.2.1 The Architect will provide administration of the Contract as hereinafter described. 2.2.2 The Architect will be the State's representative during construction and until final payment is due. The Architect will advise and consult with the State. The State's instructions to the Contractor shall be forwarded through the Architect. The Architect will have authority to act on behalf of the State only to the extent provided in the Contract Documents, unless otherwise modified by written instrument in accordance with Subparagraph 2.2.10. 2.2.3 The Architect will visit the site at intervals appropriate to the stage of construction to familiarize himself or herself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of his or her on-site observations as an architect, he or she will keep the State informed of the progress of the Work, and will endeavor to guard the State against defects and deficiencies in the Work of the Contractor. 2.2.4 The Architect will not be responsible for and will not have control or charge of construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, and he or she will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Architect will not be responsible for or have control or charge over the acts or omissions of the Contractor, 2.2.5 The Architect shall at all times have access to the Work wherever it is in preparation and progress. The Contractor shall provide facilities for such access so the Architect may perform his or her functions under the Contract Documents.