Administration of the Plan. Subject to the final authority of the Board, the administration of the plan shall be vested in the Human Resources Department. The Human Resources Department shall keep a record of the credits and deductions for each employee and shall provide a statement in hours to each employee annually of the state of their credit under the plan.
Administration of the Plan a. The Plan will be administered by the Company in accordance with its terms and the costs of administration shall be the responsibility of the Company. Upon determination of each Quarterly Profit calculation, such calculation shall be forwarded to the Chair of the Union Negotiating Committee accompanied by a Certificate of Officer signed by the Chief Financial Officer of the Company, providing a detailed description of any adjustments made to Earnings Before Income and Taxes and stating that Profit was determined in accordance with GAAP and that Quarterly Profit was calculated in accordance with this Section.
b. The Union, through the Chair of its Negotiating Committee or his/her designee, shall have the right to review and audit any information, calculation or other matters concerning the Plan. The Company shall provide the Union with any information reasonably requested in connection with its review. The reasonable actual costs incurred by the Union in connection with any such audit shall be paid from the Pool and deducted from the amount otherwise available under the Pool for distribution to Employees.
c. In the event that a discrepancy exists between the Company's Profit Sharing calculation and the results obtained by the Union’s review, the Chairs of the Union and Company Negotiating Committees shall attempt to reach an agreement regarding the discrepancy. In the event that they cannot resolve the dispute, either party may submit such dispute to final and binding arbitration under the grievance procedure provided in this Agreement.
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...
Administration of the Plan. Subject to and in accordance with the terms and conditions outlined in this Section, the Company shall administer the Supplemental Unemployment Benefits Plan (Plan) and may prescribe reasonable rules and regulations. The costs of administering the Plan shall be borne by the Company.
Administration of the Plan. (a) The Plan shall be administered by the Committee, as appointed by the board and serving at the Board's pleasure. If no Committee has been appointed by the Board, the Board shall administer the plan until such a Committee is appointed. If the Company has registered any of its securities under the Securities Exchange Act of 1934 (the "Exchange Act Registration"), the Committee shall have at least three (3) members and each member of the Committee shall be both a member of the Board and, if possible, a "disinterested person" within the meaning of Rule 16b-3 under the Exchange Act or successor rule or regulation. By definition in Rule 16b-3, a "disinterested person" is one who shall not be, and shall not have been, eligible to receive an Award under the Plan or any other plan maintained by any Participating Company to acquire stock, stock options, stock appreciation rights or restricted stock of a Participating Company at any time within the one year immediately preceding the member's appointment to the Committee. The Board may exclude any director from such eligibility by resolution.
(b) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the Plan shall be made or taken in the sole discretion of the Committee and shall be final, conclusive and binding on all persons for all purposes.
(c) The Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any part thereof, and its interpretations and constructions thereor and actions taken thereunder shall be, except as otherwise determined by the Board, final, conclusive and binding on all persons for all purposes.
(d) The Committee's decisions and determinations under the Plan need not be uniform and may be made selectively among Key Employees, whether or not such Key Employees are similarly situated.
(e) The Committee shall keep minutes of its actions under the Plan. The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members of the Committee shall be fully as effective as if made by unanimous vote at a meeting duly called and held.
(f) The Committee may employ such legal counsel, including without limitation, independent legal counsel and counsel regularly employed by the Company, consultants and agents as the Committee may deem appropriate for the administration of the Plan ...
Administration of the Plan. A. The Plan shall be administered by the Board of Directors.
B. The Board is authorized to administer and interpret the Plan, to adopt, amend, and rescind from time to time such rules and regulations for carrying out the Plan as it may deem advisable, and to make all other determinations and take such steps as it may deem necessary or advisable for the administration of the Plan, subject to the terms, conditions, and limitations of the Plan. The Board shall have the sole authority:
1. to select the Key Persons to whom Options or Stock Rights will be granted under the Plan;
2. to designate the type of Option to be granted under the Plan as an Incentive Stock Option or a Non-Qualified Option;
3. to determine the number of Shares to be covered by Options granted under the Plan, and the option price thereof subject to Article VII hereof;
4. to determine the number of Shares to be granted pursuant to Stock Rights;
5. to determine the time or times when Stock Rights will be granted and when Options shall be granted and the period during which they will be exercisable;
6. to determine the form of any Stock Rights Agreement, Subscription Agreement, or Option Agreements;
7. to impose such conditions on the issuance of Stock Rights or the grant or exercise of an Option as it determines are appropriate;
8. to determine any question as to the termination of service of a Key Person with or for the Company, and the duration and purposes of leaves of absence which may be granted to Key Persons without constituting a termination of employment or termination of services for purposes of the Plan; and
9. to determine what events, if any, will result in the acceleration of a Stock Right or the exercisability of all or any portion of an Option. The determination of the Board, in any of the foregoing respects shall be final, conclusive, and binding as to all concerned.
C. The Board may request the recommendations of the officers of the Company with respect to participation under the Plan of all Key Persons.
D. A majority of the Board shall constitute a quorum and make all determinations, take all actions, and conduct business in respect of the Plan. Any Board action may be taken or determined without a meeting if all members thereof shall consent in writing to such action or determination. In the event action by the Board is taken by written consent, the action shall be deemed to have been taken at the time specified in the consent or, if none is specified, at the time of the l...
Administration of the Plan. The Plan shall be administered by the Clerk of the District.
Administration of the Plan. 11.01 The Plan shall be administered by the Company which shall determine all questions relating to the length of service, eligibility, early or postponed retirement and rates and amounts of Compensation for the purposes of the Plan and shall conclusively decide all matters relating to administration, interpretation, application and overall operation of the Plan, consistently however, with the rules and regulations of the Department of National Revenue, the requirements of the Pension Benefits Act and any other regulatory bodies with the text of the Plan and the terms of the Funding Agreement.
11.02 In the administration of the Plan, the Company may from time to time employ agents and delegate to them such duties as it deems fit, and may from time to time consult with counsel who may be counsel to the Company.
11.03 All normal or reasonable expenses incurred in the operation of the Plan with respect to actuarial, consulting and administrative services will be withdrawn from the Pension Fund, unless otherwise paid by the Company.
11.04 Should any dispute arise between the Company and any employee applicant for a disability pension or pensioner on disability retirement as to whether he/she is, or continues to be, totally and permanently disabled as defined in this Agreement, such dispute shall be resolved as follows:
(a) The employee applicant or pensioner shall be examined by a physician appointed for
(b) If they disagree concerning either total and permanent disability, or disability under Section 9.01, as the case may be, the question shall be submitted to a third physician selected by the said two physicians. The opinion of the third physician, after examination of the disabled person and consultation with the other two physicians shall decide such question and such decision shall be binding upon the Company, the Union and the disabled person.
Administration of the Plan. The Company shall have the right to unilaterally make any changes to actuarial assumptions and funding methods, provided such changes are determined by the applicable retirement plan’s enrolled actuary to be reasonable in the aggregate. The Company shall be entitled to unilaterally adopt such amendments to the applicable retirement plan as may be required to obtain any approval of the Commissioner of Internal Revenue and of other applicable governmental authorities.
Administration of the Plan. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time by the Board, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, in its sole discretion, all of which shall be binding upon the Participant. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.
