Common use of These Standard Terms Clause in Contracts

These Standard Terms. and Conditions shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”). The Committee shall consist solely of two or more members of the Board, each of whom shall be an “outside director” within the meaning of Section 162(m) of the Code, a “nonemployee director” within the meaning of Rule 16b-3, as from time to time amended, promulgated under Section 16 of the Exchange Act, and an “independent director” within the meaning of the New York Stock Exchange Listed Company Manual. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of these Standard Terms and Conditions, to administer these Standard Terms and Conditions and to exercise all the powers and authorities either specifically granted to it under these Standard Terms and Conditions or necessary or advisable in the administration of these Standard Terms and Conditions. The determinations of the Committee shall be binding and conclusive on the parties. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under these Standard Terms and Conditions. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to these Standard Terms and Conditions or the Grant made hereunder.