Common use of Administration of the Plan Clause in Contracts

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.

Appears in 3 contracts

Samples: Business Combination Agreement (HighCape Capital Acquisition Corp.), Business Combination Agreement (HighCape Capital Acquisition Corp.), Business Combination Agreement (Longview Acquisition Corp.)

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Administration of the Plan. 8.01 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 have general authority over and responsibility for the Administrator. Subject to the provisions administration and interpretation of the Plan. The Committee shall have full power and discretionary authority to interpret and construe 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 considered necessary or advisable for the administration of the Plan and any trust refereed to in Article VII, and the calculation of the amounts of benefits payable thereunder, and to review claims for benefits under the Plan; (b) Determine which Employees. Unless arbitrary or capricious, directors the Committee’s interpretations and Consultants constructions of the Plan and its decisions or actions thereunder shall be granted Stock Rights;binding and conclusive on all persons for all purposes. 8.02 If the Committee deems it advisable, it shall arrange for the engagement of legal counsel and certified public accountants (c) Determine who may be counsel or accountants for the number Bank), and other consultants, and make use of Shares agents and clerical or other personnel, for which a Stock Right purposes of the Plan. The Committee may rely upon the written opinions of such counsel, accountants and consultants, and upon any information supplied by the Thrift Plan for purposes of Sections 3.01, 3.02 and 3.03 of the Plan, and delegate to any agent or Stock Rights shall be grantedto any sub-committee or Committee member its authority to perform any act hereunder, including without limitations those matters involving the exercise of discretion; 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 delegation shall be paid on subject to revocation at any Stock Right prior to time at the vesting discretion 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 Committee. The Committee 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 report 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 or to a committee designated by the Administrator is the Committee. In additionBoard, if the Administrator is the Committee, at such intervals as shall be specified by the Board of Directors may take such designated committee, with regard to the matters for which it is responsible under the Plan. 8.03 No Committee member shall be entitled to act on or decide any action matters relating solely to such member or any of his rights or benefits under the Plan. 8.04 The Committee member shall be reimbursed for any reasonable expenses incurred in connection with his services as a Committee member. No bond or other security bond be required of the Committee or any member thereof in any jurisdiction. 8.05 All Claims for benefits under the Plan that would otherwise shall be submitted in writing to the responsibility Chairman of the Committee. To Written notice of the extent permitted under applicable law, decision on each such claim shall be furnished with reasonable promptness to the Board of Directors Member or his Beneficiary (the claimant). The claimant may request a review by the Committee may allocate of any decision denying the claim in whole or in part. Such request shall be made in writing and filed with the Committee within 30 days of such denial. A request for review shall contain all or any portion of its responsibilities and powers additional information which the claimant wishes the Committee 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 itconsider. The Board Committee may hold any hearing or conduct any independent investigation which it deems desirable to render its decision, and the decision on review shall be made as soon as feasible after the Committee’s receipt of Directors or the request for review. Written notice of the decision on review shall be furnished to the claimant. For all purposes under the Plan, such decisions on claims (where no review is requested) and decisions on review (where review is requested) shall be final, binding and conclusive on all interested persons as to all matters relating to the Plan. 8.06 All expenses incurred by the Committee may revoke any such allocation or delegation at any time. Notwithstanding in its administration of the foregoing, only the Board of Directors or the Committee Plan shall be authorized to grant a Stock Right to any director of paid by the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange ActBank.

Appears in 2 contracts

Samples: Thrift Benefit Equalization Plan (Federal Home Loan Bank of Boston), Thrift Benefit Equalization Plan (Federal Home Loan Bank of Boston)

Administration of the Plan. The Administrator Plan shall be administered by a committee (the "Committee") consisting of two or more members of the Plan will be the Board of Directors, except to the extent the Company's Board of Directors delegates its authority (the "Board"). The Committee shall from time to time determine to whom options or other rights shall be granted under the Plan, whether options granted shall be incentive stock options ("ISOs") or nonqualified stock options ("NSOs"), the terms of the options or other rights, and the number of shares that may be granted under options. The Committee shall report to the CommitteeBoard the names of individuals to whom stock or options or other rights are to be granted, the number of shares covered, and the terms and conditions of each grant. The determinations described in which case this Section 2 may be made by the Committee or by the Board, as the Board shall direct in its discretion, and references in the Plan to the Committee shall be the Administrator. Subject understood to refer to the provisions Board in any such case. The Committee shall select one of its members as Chairman and shall hold meetings at such times and places as it may determine. A majority of the PlanCommittee shall constitute a quorum, the Administrator is authorized to: (a) Interpret the provisions and acts of the Plan Committee at which a quorum is present, or acts reduced to or approved in writing by all the members of the Committee, shall be the valid acts of the Committee. The Committee shall have the authority to adopt, amend, and all Stock Rights and to make all rescind such rules and determinations which it deems necessary or regulations as, in its opinion, may be advisable for in the administration of the Plan; (b) Determine which Employees. All questions of interpretation and application of such rules and regulations, 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 of options granted thereunder (ii) any such amendment the "Options"), shall not impair be subject to the rights of a Participant under any Stock Right previously granted without such Participant’s consent or in the event of death determination of the Participant Committee, which shall be final and binding. The Plan shall be administered in such a manner as to permit those Options granted hereunder and specially designated under Section 5 hereof as an ISO to qualify as incentive stock options as described in Section 422 of the Participant’s Survivors. Internal Revenue Code of 1986, as amended (f) Determine and make any adjustments in the Performance Goals included in any Performance-Based Awards; and "Code"). For so long as Section 16 of the Securities Exchange Act of 1934, as amended from time to time (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 the "Exchange Act"), is applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration each member of the PlanCommittee shall be a "non-employee director" or the equivalent within the meaning of Rule 16b-3 under the Exchange Act, which sub-plans may include additional restrictions or conditions and, for so long as Section 162(m) of the Code is applicable to Stock Rights the Company, an "outside director" within the meaning of Section 162 of the Code and the regulations thereunder. With respect to persons subject to Section 16 of the Exchange Act ("Insiders"), transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or Shares issuable pursuant to a Stock Right; Subject to its successor under the foregoing, Exchange Act. To the interpretation and construction by the Administrator of extent any provisions provision of the Plan or of any Stock Right granted under action by the Committee fails to so comply, it shall be finaldeemed to be modified so as to be in compliance with such Rule, unless otherwise determined by the Board of Directorsor, if the Administrator such modification is the Committee. In additionnot possible, if the Administrator is the Committeeit shall be deemed to be null and void, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee. To to the extent permitted under applicable law, by law and deemed advisable by 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 ActCommittee.

Appears in 2 contracts

Samples: Proxy Statement, Proxy Statement

Administration of the Plan. The Administrator of the Plan will shall be the Board of Directors, except to the extent administered by the Board of Directors delegates its authority or a committee of the Board of Directors that is composed solely of two or more Non-Employee Directors as that term is defined in the rules and regulations promulgated under Section 16(b) of the Exchange Act (the Board of Directors and such committee being referred to collectively as the Committee, in which case ”). A majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all members of the Committee without a meeting, shall be the Administratoracts of the Committee. Subject to the provisions of the Plan, the Administrator is authorized to: (a) Interpret the express provisions of the Plan and the grant agreement referred to in Paragraph 12 hereof (the “Agreement”), the Committee shall have the authority, in its sole discretion, to make all determinations relating to the Plan, including, but not limited to, the right to determine: the key employees of the Company (or its Subsidiaries), consultants and members of the Board, who shall be granted options; the type of option to be granted; the times when an option shall be granted; whether the options comply with requirements of Code Section 409A; the number of shares of Non-Voting Common Stock Rights to be subject to each option; the term of each option; the date each option shall vest and become exercisable; whether an option shall be exercisable in whole, in part or in installments and, if in installments, the number of shares of Non-Voting Common Stock to be subject to each installment, whether the installments shall be cumulative, the date each installment shall become exercisable and the term of each installment; whether to accelerate the date of exercise of any option or installment; whether shares of Non-Voting Common Stock may be issued upon the exercise of an option as partly paid and, if so, the dates when future installments of the exercise price shall become due and the amounts of such installments; the exercise price of each option; the form of payment of the exercise price; whether to restrict the sale or other disposition of the shares of Non-Voting Common Stock acquired upon the exercise of an option and, if so, whether and under what conditions to waive any such restriction; whether and under what conditions to subject all or a portion of the grant or exercise of an option or the shares of Non-Voting Common Stock acquired pursuant to the exercise of an option to the fulfillment of certain restrictions or contingencies as specified in the Agreement, including without limitation, restrictions or contingencies relating to entering into a covenant not to compete with the Company, any of its Subsidiaries or a Parent (as defined in Paragraph 21), to financial objectives for the Company, any of its Subsidiaries or a Parent or any of its affiliates, a division of any of the foregoing, a product line or other category, and/or to the period of continued employment of the optionee with the Company, any of its Subsidiaries or a Parent or any of its affiliates, and to determine, in each case, whether such limitations, restrictions or contingencies have been met; whether an optionee is Disabled (as defined in Paragraph 21); the amount, if any, necessary to satisfy the obligation of the Company, a Subsidiary or Parent to withhold taxes or other amounts; the fair market value (as defined in Paragraph 21 hereof) of a share of Non-Voting Common Stock; to construe the respective Agreement and the Plan; with the consent of the optionee, to cancel or modify an option, provided, that the modified provision is permitted to be included in an option granted under the Plan on the date of the modification, and further, provided, that in the case of a modification, such option as modified would be permitted to be granted on the date of such modification under the terms of the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; and to make all rules and other determinations which it deems necessary or advisable for administering the administration Plan. Any controversy or claim arising out of or relating to the Plan, any option granted under the Plan or any Agreement shall be determined unilaterally by the Committee in its sole discretion. The determinations of the Plan; (b) Determine which Employees, directors and Consultants Committee on the matters referred to in this Paragraph 3 shall be granted Stock Rights; (c) Determine conclusive and binding on the number parties. No member or former member of Shares for which a Stock Right or Stock Rights the Committee shall be granted; providedliable for any action, however, that failure to act or determination made in no event shall the aggregate grant date fair value (determined in accordance good faith 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 respect to the vesting Plan, any Agreement or any option hereunder. The Company may establish a committee of outside directors meeting the underlying Shares. (erequirements of Code Section 162(m) Amend any term or condition of any outstanding Stock Right, provided that to (i) such term or condition as amended is not prohibited approve the grant of options that might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes by the Plan Company pursuant to Code Section 162(m) and (ii) any administer the Plan. In such amendment shall not impair event, the rights of a Participant under any Stock Right previously granted without such Participant’s consent or powers reserved to the Committee 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 exercised by the Board of Directors, if the Administrator is the Committeesuch compensation committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action options under the Plan that would otherwise shall be the responsibility granted upon satisfaction of the Committeeconditions to such grants provided pursuant to Code Section 162(m) and any Treasury Regulations promulgated thereunder. To It is the extent permitted Company’s intent that the options not be treated as nonqualified deferred compensation that fails to meet the requirements of Section 409A(a)(2), (3) or (4) of the Code and that any ambiguities in construction be interpreted in order to effectuate such intent. Options under applicable lawthe Plan shall contain such terms as the Committee determines are appropriate to comply with the requirements of Section 409A of the Code. In the event that, after the Board issuance of Directors an option under the Plan, Section 409A of the Code or the regulations thereunder are amended, or the Internal Revenue Service or Treasury Department issues additional guidance interpreting Section 409A of the Code, the Committee may allocate all or modify the terms of any portion of its responsibilities and powers such previously issued option 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 extent the Committee may revoke any determines that such allocation or delegation at any time. Notwithstanding modification is necessary to comply with the foregoing, only the Board requirements of Directors or the Committee shall be authorized to grant a Stock Right to any director Section 409A of the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange ActCode.

Appears in 2 contracts

Samples: Stock Option Grant Agreement (Exopack Holding Corp), Stock Option Grant Agreement (Exopack Holding Corp)

Administration of the Plan. 2.1 The Administrator Board of Directors of the Company (the “Board”) may appoint and maintain as administrator of the Plan will be a Committee (the Board “Committee”) consisting of Directorstwo or more directors who are, except to the extent required under applicable law, “Non-Employee Directors” (as such term is defined in Rule 16b-3 of the Board Exchange Act) and “Outside Directors” (as such term is defined in Section 162(m) of Directors delegates its authority to the Code), which shall serve at the pleasure of the Board. If the Committee is appointed, the Committee, subject to Sections 4 and 8 hereof, shall have full power and authority to designate recipients of Options, to determine the terms and conditions of respective Option agreements (which need not be identical) (the “Option Agreements”), including the vesting schedule of the Options, which may be performance based (the “Vesting Schedule”) to interpret the provisions and supervise the administration of the Plan, to accelerate the right to exercise, in which case whole or in part, any previously granted Option, to grant new options in exchange for existing Options (subject to Section 15 and to the extent that such exchange does not cause the Options to be subject to Code Section 409A) to determine whether an Award has been earned (if performance requirements must be satisfied) and to make technical amendments to the Plan including amendments required under the Code. The Committee may also amend the terms of any Option theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any Optionee without the Optionee’s consent. 2.2 Subject to the provisions of the Plan, the Committee shall interpret the Plan and all Options granted under the Plan, shall make such rules as it deems necessary for the proper administration of the Plan, shall make all other determinations necessary or advisable for the administration of the Plan and shall correct any defects or supply any omission or reconcile any inconsistency in the Plan or in any Options granted under the Plan in the manner and to the extent that the Committee deems desirable to carry into effect the Plan or any Options. 2.3 Subject to the Company’s certificate of incorporation, as amended, and bylaws, as amended, the act or determination of a majority of the members of the Committee shall be the Administratoract or determination of the Committee and any decision reduced to writing and signed by all of the members of the Committee shall be fully effective as if such decision had been made by the Committee at a meeting duly called and held. Subject to the provisions of the Plan, any action taken or determination made by the Administrator is authorized to: (a) Interpret Committee pursuant to this and the provisions other Sections of the Plan and shall be conclusive on all Stock Rights and parties. 2.4 The Committee may delegate to make all rules and determinations which it deems necessary one or advisable for the administration more executive officers of the Plan;Company the authority to grant an Award under the Plan to persons eligible to receive such Awards other than an officer or director of the Company or any other person whose transactions in the Company’s Stock are subject to Section 16 of the Exchange Act (an “Insider”). (b) Determine which Employees2.5 In the event that for any reason the Committee is unable to act or if the Committee at the time of any grant, directors and Consultants award or other acquisition under the Plan of Options or Stock as hereinafter defined does not consist of two or more Non-Employee Directors, or if there shall be granted Stock Rights; (c) Determine no such Committee, then the number of Shares for which a Stock Right or Stock Rights Plan shall be grantedadministered by the Board, and references herein to the Committee (except in the proviso to this sentence) shall be deemed to be references to the Board, and any such grant, award or other acquisition may be approved or ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3; provided, however, that in no event shall the aggregate grant date fair value (determined in accordance with ASC 718) of Stock Rights to be options 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 ’s principal executive officer or to any “officer” of the Company Company’s other three most highly compensated officers (other than the principal executive officer and the principal financial officer) that are intended to qualify as defined performance-based compensation under Section 162(m) of the Code may only be granted by Rule 16a-1 under the Exchange ActCommittee.

Appears in 1 contract

Samples: Stock Option Agreement (Micronet Enertec Technologies, Inc.)

Administration of the Plan. The Administrator Plan shall be administered and interpreted by a committee consisting of members of the Plan will Board, which shall be appointed by the Board (the “Committee”). The Committee shall consist of Directorstwo or more persons who are “outside directors” as defined under section 162(m) of the Code, except and related Treasury regulations, “non-employee directors” as defined under Rule 16b-3 under the 1934 Act, and “independent directors” as determined in accordance with the independence standards established by the Stock Exchange on which the Common Stock is at the time primarily traded. However, the Board may ratify or approve any Awards as it deems appropriate, and the Board shall approve and administer all Awards made to non-employee directors. The Committee may delegate authority to one or more subcommittees, as it deems appropriate. To the extent the Board of Directors delegates its authority Board, the Committee or a subcommittee administers the Plan, references in the Plan to the Committee“Plan Administrator” shall be deemed to refer to the Board, in which case the Committee or subcommittee. Members of the Committee shall serve for such period of time as the Board may determine and may be removed by the AdministratorBoard at any time. Subject The Plan Administrator shall, within the scope of its administrative functions under the Plan, have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Discretionary Grant, the Administrator is authorized to: (a) Interpret Stock Issuance and Incentive Bonus Programs and to make such determinations under, and issue such interpretations of, the provisions of the Plan those programs and all Stock Rights and to make all rules and determinations which any outstanding Awards thereunder as it deems may deem 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 advisable. Decisions of the Plan or Administrator within the scope of any Stock Right granted its administrative functions under it the Plan shall be finalfinal and binding on all parties who have an interest in the Discretionary Grant, unless otherwise determined by Stock Issuance and Incentive Bonus Programs under its jurisdiction or any Award thereunder. Service on the Committee shall constitute service as a Board member, and the members of Directors, if the Administrator is Committee shall accordingly be entitled to full indemnification and reimbursement as Board members for their service on the Committee. In addition, if the Administrator is the Committee, the Board No member 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 liable for any act or omission made in good faith with respect to grant a Stock Right to the Plan or any director of the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange ActAward made thereunder.

Appears in 1 contract

Samples: Merger Agreement (Valeritas Holdings Inc.)

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) 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) b. Determine which Employees, directors Directors and Consultants shall be granted Stock Rights; (c) c. Determine the number of Shares for which a Stock Right or Stock Rights shall be granted; provided, however, provided however that in no event shall the aggregate grant date fair value (determined in accordance with ASC 718) of Stock Rights with respect to more than 1,000,000 Shares be granted and any other cash compensation paid to any non-employee director Participant in any calendar fiscal 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) 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.granted; (e) e. Amend any term or condition of any outstanding Stock Right, other than reducing the exercise price or purchase price, provided that (i) such term or condition as amended is not prohibited by the Plan and Plan; (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. ; and (fiii) Determine any such amendment shall be made only after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual vesting limitation contained in Section 422(d) of the Code and make any adjustments described in Paragraph 6(B)(iv) below with respect to ISOs and pursuant to Section 409A of the Performance Goals included in any Performance-Based AwardsCode; and (g) f. 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 Company 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; ; g. provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. 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 CommitteeAdministrator. To the extent permitted under applicable lawApplicable Law, the Board of Directors or the Committee Administrator 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 Administrator 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.

Appears in 1 contract

Samples: Stock Option Agreement (Orgenesis Inc.)

Administration of the Plan. The Administrator of Plan shall be administered by a -------------------------- committee (the Plan will be the Board of Directors, except to the extent "Committee") appointed by the Board of Directors delegates its authority (the "Board") of the Company. If no persons are designated by the Board to serve on the Committee, in which case the Plan shall be administered by the Board and all references herein to the Committee shall refer to the Board. The Board shall have the discretion to add, remove or replace members of the Committee, and shall have the sole authority to fill vacancies on the Committee. All actions of the Committee shall be authorized by a majority vote thereof at a duly called meeting. The Committee shall have the Administrator. Subject sole authority, in its absolute discretion, to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the provisions administration of the Plan, to construe and interpret the Administrator is authorized to: (a) Interpret Plan, the provisions of rules and regulations, and the Plan agreements and all other instruments evidencing Options and Stock Appreciation Rights granted and Restricted Stock sold or granted under the Plan, and to make all rules and other determinations which it deems deemed necessary or advisable for the administration of the Plan; (b) Determine which Employees. All decisions, directors determinations, and Consultants interpretations of the Committee shall be granted Stock Rights; (c) Determine final and conclusive upon the number of Shares for which a Stock Right or Stock Rights shall be granted; providedParticipants, 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 timehereinafter defined. Notwithstanding the foregoing, only any dispute arising under any Agreement (as defined below) shall be resolved pursuant to the Board dispute resolution mechanism set forth in such Agreement. Subject to the express provisions of Directors or the Plan, the Committee shall determine the number of Shares subject to grants or sales and the terms thereof, including the provisions relating to the exercisability of Options and Stock Appreciation Rights, lapse and non-lapse restrictions upon the Shares obtained or obtainable under the Plan and the termination and/or forfeiture of Options and Stock Appreciation Rights and Restricted Stock under the Plan. The terms upon which Options and Stock Appreciation Rights are granted and Restricted Stock is sold or granted shall be authorized to grant evidenced by a Stock Right to any director written agreement, executed by the Company and the Participant (each, an "Agreement"), containing such terms and conditions as may be approved by the Committee; provided that such terms and conditions are not inconsistent with the express conditions of the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange ActPlan.

Appears in 1 contract

Samples: Loan and Pledge Agreement (Jostens Inc)

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. 3.1 Subject to the provisions of the Plan, any applicable law, the Administrator is authorized Articles and any other binding commitments taken by the Company, the Board or the Committee shall have the power and authority to administer the Plan. Such power and authority shall include, but not be limited to: : (ai) Interpret approval of Option Grants and the determination of the terms and provisions of respective Option Grants, including, the vesting schedules of the Options; the Exercise Price thereof; provisions concerning the time or times when and the extent to which Options may be exercised; the nature and duration of restrictions as to transferability; type and series of shares underlying the Options, or any other special conditions relating to an Option Grant; (ii) the acceleration of any Participant's right to exercise Options, in whole or in part; (iii) the interpretation of the provisions of the Plan Plan; (iv) altering, amending or rescinding any resolution or act previously taken by the Committee; and all Stock Rights and to make all rules and determinations (v) the determination of any other matter which it deems is necessary or advisable for the administration of the Plan; (b) Determine which Employeesdesirable for, 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; providedincidental to, 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 as set forth in the Plan. 3.2 Notwithstanding the above, the Board shall have the power and authority to take any act the Committee is empowered and authorized to take and to alter amend or rescind any act or resolution taken by the Committee. 3.3 The Committee shall consist of such number of directors as may include additional restrictions or conditions applicable be appointed by the Board. 3.4 The Board shall have the exclusive discretion and power to Stock Rights or Shares issuable pursuant to a Stock Right; Subject grant Options. Such power may be delegated by the Board to the foregoingCommittee subject to the provisions of the BVI Companies Law. ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN 3.5 All Committee resolutions and decisions, including the interpretation and construction by the Administrator of any provisions provision of the Plan or of any Stock Right granted under it Plan, shall be final, final and conclusive unless otherwise determined by the Board Board. 3.6 No member of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board or 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 held liable for any act or determination made in good faith with respect to grant a Stock Right to the Plan or any director of the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange ActOption Grant.

Appears in 1 contract

Samples: Amendment to the 2007 Incentive Option Plan (Nice Systems LTD)

Administration of the Plan. (a) The Administrator of the Plan will shall be the Board of Directors, except to the extent administered by a Committee designated by the Board of Directors delegates its authority to administer the CommitteePlan and comprised of not less than two persons. In addition, each director designated by the Board of Directors to administer the Plan shall be an "outside director" as defined in which case the Treasury regulations issued pursuant to Section 162(m) of the Code. Members of the Committee shall be serve for such period of time as the AdministratorBoard of Directors may determine or until their resignation, retirement, removal or death, if sooner. From time to time the Board of Directors may increase the size of the Committee and appoint additional members thereto, remove members (with or without cause) and appoint new members in substitution therefore, or fill vacancies however caused. (b) Subject to the provisions of the Plan, the Administrator is authorized Committee shall have the authority, in its discretion, to: : (ai) Interpret grant Options; (ii) determine (if necessary), upon review of relevant information, the Fair Market Value per Share; (iii) determine the exercise price of the Options to be granted to Employees in accordance with Section 6(c) of the Plan; (iv) determine the Employees to whom, and the time or times at which, Options shall be granted, and the number of Shares subject to each Option; (v) prescribe, amend and rescind rules and regulations relating to the Plan subject to the limitations set forth in Section 11 of the Plan; (vi) determine the terms and provisions of each Option granted to Optionees under the Plan and all Stock Rights each Option Agreement (which need not be identical with the terms of other Options and Option Agreements) and, with the consent of the Optionee, to modify or amend an outstanding Option or Option Agreement; (vii) accelerate the exercise date of any Option; (viii) determine whether any Optionee will be required to execute a stock repurchase agreement or other agreement as a condition to the exercise of an Option, and to determine the terms and provisions of any such agreement (which need not be identical with the terms of any other such agreement) and, with the consent of the Optionee, to amend any such agreement; (ix) interpret the Plan or any agreement entered into with respect to the grant or exercise of Options; (x) authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted or to take such other actions as may be necessary or appropriate with respect to the Company's rights pursuant to Options or agreements relating to the grant or exercise thereof; (xi) with the consent of the Optionee, cancel any Option previously granted (and the Committee may or may not substitute an option at a different price and/or different amounts and/or under different terms and conditions); and (xii) make all rules such other determinations and determinations which establish such other procedures as 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 All decisions, determinations and interpretations of the number Committee shall be final and binding on all Optionees and any other holders of any Options granted under the Plan. (d) The Committee shall keep minutes of its meetings and of the actions taken by it without a meeting. A majority of the Committee shall constitute a quorum, and the actions of a majority at a meeting, including a telephonic meeting, at which a quorum is present, or acts approved in writing by a majority of the members of the Committee without a meeting, shall constitute acts of the Committee. (e) The Company shall pay all original issue and transfer taxes with respect to the grant of Options and/or the issue and transfer of Shares for which a Stock Right or Stock Rights shall be grantedpursuant to the exercise thereof, and all other fees and expenses necessarily incurred by the Company in connection therewith; 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 person exercising an Option shall be paid on any Stock Right prior to the vesting responsible for all payroll, withholding, income and other taxes incurred by such person in respect of the underlying exercise of an Option or transfer of 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.

Appears in 1 contract

Samples: Stock Option Agreement (Gtsi Corp)

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 with respect to more than 5,000,000 Shares 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 member of the Board of Directors.Directors in any fiscal year; (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.granted; (e) Amend any term or condition of any outstanding Stock Right, including, without limitation, to increase the exercise price or purchase price or accelerate the vesting schedule, provided that (i) such term or condition as amended is not prohibited permitted by the Plan and Plan; (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.; and (iii) any such amendment shall be made only after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual vesting limitation contained in Section 422(d) of the Code and described in Paragraph 6(b)(iv) below with respect to ISOs and pursuant to Section 409A of the Code; (f) Determine Buy out for a payment in cash or Shares, a Stock Right previously granted and/or cancel any such Stock Right and make any adjustments grant in substitution therefor other Stock Rights, covering the Performance Goals included in any Performance-Based Awardssame or a different number of Shares and having an exercise price or purchase price per share which may be lower or higher than the exercise price or purchase price of the cancelled Stock Right, based on such terms and conditions as the Administrator shall establish and the Participant shall accept; 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; provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. 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 to one or any portion more officers of its responsibilities and powers the Company the power to any grant an Award, other person selected by itthan to themselves, under this Plan to Participantss who are Employees and/or Consultants. The Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoingforegoing if the Company is subject to Section 16 of the Exchange Act, 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.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Gi Dynamics, Inc.)

Administration of the Plan. The Administrator (a) This Plan shall be administered by one or more Committees appointed by the Board. Any grants of Awards to officers who are subject to Section 16 of the Plan will Exchange Act shall be made by a Committee composed of not less than two members of the Board Board, each of whom shall be a "Non-Employee Director" within the meaning of Rule 16b-3. Any grant of an Award that is intended to qualify as "performance-based compensation" under Section 162(m) of the Code shall be made by a Committee composed of not less than two members of the Board, each of whom shall be an "outside director" within the meaning of the regulations under Section 162(m) of the Code. For purposes of grants of Awards to Non-Employee Directors, except the entire Board shall serve as the Committee. (b) The Committee, or Committees, shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority: (i) to select the officers and other Key Employees of the Company, its Subsidiaries and Affiliates to whom Awards may from time to time be granted; (ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Deferred Stock Awards, Other Stock-Based Awards, Performance Share Awards, Performance Unit Awards, or any combination of the foregoing, granted to any one or more Participants; (iii) to determine the number of Shares to be covered by any Award; (iv) to establish the terms and conditions of any Award, including, but not limited to: (A) the Share price; (B) any restriction or limitation on the grant, vesting or exercise of any Award (including but not limited to, the attainment (and certification of the attainment) of one or more Performance Objectives (or any combination thereof) that may apply to the extent individual Participant, a Company business unit, including a Subsidiary or an Affiliate, or the Board Company as a whole); and (C) any waiver or acceleration of Directors delegates its authority to vesting or forfeiture provisions regarding any Stock Option or other Award and the CommitteeStock relating thereto, in which case based on such factors as the Committee shall determine; and to determine whether, to what extent and under what circumstances Stock and other amounts payable with respect to an Award shall be deferred either automatically or at the Administrator. election of the Participant, and whether and to what extent the Company shall pay or credit amounts equal to interest (at rates determined by the Committee), dividends or deemed dividends on such deferrals. (c) Subject to the provisions of the Plan, the Administrator is authorized Committee shall have full and conclusive authority to interpret and administer the Plan and any instrument or agreement relating to: (a) Interpret , or Award made under, the Plan; to amend or modify the terms of any Award at or after grant with the consent of the holder of the Award, except to the extent prohibited by Section 7(b); to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Plan and all Stock Rights respective Award agreements and to make all rules and other determinations which it deems necessary or advisable for the proper administration of the Plan; . The Committee's determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (b) Determine which Employees, directors and Consultants whether or not such persons are similarly situated). No member of the Committee 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 liable to any non-employee director person or entity for any action taken or determination made in good faith with respect to the Plan or 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 DirectorsAward granted hereunder. (d) Specify Unless otherwise expressly provided in the terms Plan, all designations, determinations, interpretations, and conditions upon which a Stock Right other decisions under or Stock Rights with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be granted provided that no dividends or dividend equivalents made at any time and 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 Rightfinal, provided that (i) such term or condition as amended is not prohibited by the Plan conclusive 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 binding upon all Persons, including the Company, any Affiliate subsidiary and Affiliate, and Participant, any holder 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 beneficiary of any provisions of the Plan or of Award, 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 Employee and 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 ActNon-Employee Director.

Appears in 1 contract

Samples: Restricted Stock Agreement (FNB United Corp.)

Administration of the Plan. ​ A. The Administrator Primary Committee shall have sole and exclusive authority to administer the Plan with respect to Section 16 Insiders (other than non-employee Board members, whose Awards shall be administered by the full Board, as provided below). Administration of the Plan will with respect to all other persons eligible to participate in those programs may, at the Board’s discretion, be vested in the Primary Committee or a Secondary Committee, or the Board may retain the power to administer those programs with respect to all such persons. However, any discretionary Awards for members of Directors, except to the extent Primary Committee must be authorized by a disinterested majority of the Board. ​ B. Members of the Primary Committee or any Secondary Committee shall serve for such period of time as the Board may determine and may be removed by the Board at any time. The Board may also at any time terminate the functions of Directors delegates any Secondary Committee and reassume all powers and authority previously delegated to such committee. ​ C. Each Plan Administrator shall, within the scope of its administrative functions under the Plan, have full power and authority to the Committee, in which case the Committee shall be the Administrator. Subject (subject to the provisions of the Plan, the Administrator is authorized to: (a) Interpret the provisions to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and all Stock Rights and to make all rules such determinations under, and determinations which issue such interpretations of, the provisions of those programs and any outstanding Awards thereunder as it deems may deem necessary or advisable for the administration advisable. Decisions of the Plan; (b) Determine which Employees, directors and Consultants Plan Administrator within the scope of its administrative functions under the Plan shall be granted Stock Rights;final and binding on all parties who have an interest in the equity incentive programs under its jurisdiction or any Award thereunder. ​ (c) Determine D. Service on the number Primary Committee or the Secondary Committee shall constitute service as a Board member, and members of Shares each such committee shall accordingly be entitled to full indemnification and reimbursement as Board members for which a Stock Right their service on such committee. No member of the Primary Committee or Stock Rights the Secondary Committee shall be granted; provided, however, that liable for any act or omission made in no event shall the aggregate grant date fair value (determined in accordance good faith 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 respect to the vesting of the underlying Shares. (e) Amend Plan or 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 Awards 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 . ​ E. Notwithstanding the foregoing, the interpretation and construction by full Board shall administer the Administrator of Plan with respect to any provisions Awards to the non-employee members 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 CommitteeBoard. In addition, if the Administrator is the Committeein its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of Directors may take the Primary Committee or any action Secondary Committee under the Plan that would otherwise be the responsibility of the Committee. To the extent permitted except with respect to matters which 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 16b-3 under the Exchange Act., or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Primary Committee. ​

Appears in 1 contract

Samples: 2022 Ligand Service Provider Assumed Award Plan (Avista Public Acquisition Corp. II)

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Administration of the Plan. (a) Board or Committee Administration. The Administrator of the Plan will shall be the Board of Directors, except to the extent administered --------------------------------- by the Board of Directors delegates of the Company (the "Board"). The Board may appoint a Stock Option Plan Committee (the "Committee") of three or more of its authority members to administer this Plan. All references in this Plan to the "Committee, in which case " shall mean the Board if no Committee shall be the Administratorhas been appointed. Subject to ratification of the provisions grant of each Option by the Board (if so required by applicable state law), and subject to the terms of the Plan, the Administrator is authorized to: Committee shall have the authority to (ai) Interpret determine the provisions employees of the Company (from among the class of employees eligible under paragraph 4 to receive ISOs) to whom ISOs may be granted, and to determine (from among the class of individuals and entities eligible under paragraph 4 to receive Non-Qualified Options) to whom Non-Qualified Options may be granted; (ii) determine the time or times at which Options may be granted; (iii) determine the option price of shares subject to each Option, which price (with respect to ISOs) shall not be less than the minimum price specified in paragraph 7; (iv) determine whether each Option granted shall be an ISO or a Non-Qualified Option; (v) determine (subject to paragraph 8) the time or times when each Option shall become exercisable and the duration of the exercise period; (vi) determine whether restrictions such as repurchase options are to be imposed on shares subject to Options, and the nature of such restrictions, if any, and (vii) interpret the Plan and all Stock Rights prescribe and to make all rescind rules and determinations which regulations relating to it. If the Committee determines to issue a Non-Qualified Option, it shall take whatever actions it deems necessary or advisable for the administration necessary, under Section 422 of the Plan; (b) Determine which EmployeesCode and the regulations promulgated thereunder, 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, to ensure 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 Option 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 treated 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 an ISO. The interpretation and construction by the Administrator Committee of any provisions of the Plan or of any Stock Right Option granted under it shall be final, final unless otherwise determined by the Board Board. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. No member 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 liable for any action or determination made in good faith with respect to grant a Stock Right to the Plan or any director of the Company or to any “officer” of the Company as defined by Rule 16a-1 Option granted under the Exchange Actit.

Appears in 1 contract

Samples: Stock Option Plan (Infoseek Corp /De/)

Administration of the Plan. 3.1 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 implemented and administered by the Administrator. Subject Trustees. 3.2 The Trustees shall have power to - (a) acquire for the provisions purposes of the Plan, Ordinary Shares in the Administrator is authorized to:Company either by original subscription or purchase, and upon such terms as they, in their sole and absolute discretion, may deem fit; (ab) Interpret borrow monies either from the provisions of Company or with the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable Necessary Consent from a third party for the administration purpose of subscribing for or purchasing Ordinary Shares pursuant to the Plan; (b) Determine which Employees, directors and Consultants shall be granted Stock Rights; (c) Determine repurchase, and with the number Necessary Consent make new Grants of some or all of such repurchased Plan Shares for which a Stock Right or Stock Rights shall be granted; providedalternatively resell on the market, 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.Plan Shares; (d) Specify the terms The Trustee shall have full power 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 authority to the vesting of the underlying Shares. (e) Amend any term or condition of any outstanding Stock Rightoperate, provided that (i) such term or condition as amended is not prohibited by manage and administer the Plan and (ii) any such amendment shall not impair interpret and construe the rights Plan and the terms 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 all Grant 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 Option Agreements. The interpretation and construction by the Administrator Trustee of any provisions provision of the Plan or of any Stock Right granted under it Grant or Option Agreement shall be final. Neither the Trustee nor any member of its board of directors or other officers and no duly authorised agent of the Trustees shall be liable for any action or determination made in good faith with respect to the Plan or any Grant or Option. 3.3 The Trustees shall have power to exercise such further rights, unless otherwise determined powers and authorities as may be necessary for the proper execution of their functions under the Plan or as may from time to time be conferred upon them by resolution of the Board Board. 3.4 As between the Trustees, acting with consideration to the recommendations of Directors, if the Administrator is Company and the Committee. In addition, if the Administrator is the Liaison Committee, the determinations of the Trustees in the implementation and administration of the Plan shall be final and conclusive. 3.5 No Trustee, member of the Liaison Committee or Board of Directors may take member shall be liable to any Executive, Grantee or Participant for any action under or determination made in good faith with respect to the Plan that would otherwise be the responsibility Plan. 3.6 If Participants who are subject to Section 16 of the Exchange Act are to receive Grants hereunder, such Grants shall be approved by the Liaison Committee. To the extent permitted under applicable law, the Board of Directors or the Committee may allocate all Board, or any portion a subcommittee of its responsibilities and powers to any one the Board, consisting solely of two or more directors each 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 whom shall be authorized to grant a Stock Right to any director "non-employee director" within the meaning of Rule 16b-3(b)(3) of the Company or to any “officer” Securities Exchange Act of the Company 1934, as defined by Rule 16a-1 under the Exchange Actamended.

Appears in 1 contract

Samples: Union Transport Executive Share Plan (Uti Worldwide Inc)

Administration of the Plan. The Administrator of Plan shall be administered by a committee (the Plan will be the Board of Directors, except to the extent "Committee") appointed by the Board of Directors delegates its authority (the "Board") of the Company. If no persons are designated by the Board to serve on the Committee, in which case the Plan shall be administered by the Board and all references herein to the Committee shall refer to the Board. The Board shall have the discretion to add, remove or replace members of the Committee, and shall have the sole authority to fill vacancies on the Committee; provided that one member of the Committee shall be a member of the AdministratorBoard appointed pursuant to Section 4(iii) of the Shareholder Agreement (the "Shareholder Agreement") by and among the Company, the holders of Class D Common Stock of the Company, and the Designated Shareholders, as such term is defined in the Shareholder Agreement. Subject All actions of the Committee shall be authorized by a majority vote thereof at a duly called meeting. The Committee shall have the sole authority, in its absolute discretion, to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the provisions administration of the Plan, to construe and interpret the Administrator is authorized to: (a) Interpret Plan, the provisions of rules and regulations, and the Plan agreements and all other instruments evidencing Options and Stock Appreciation Rights granted and Restricted Stock sold or granted under the Plan, and to make all rules and other determinations which it deems deemed necessary or advisable for the administration of the Plan; (b) Determine which Employees. All decisions, directors determinations, and Consultants interpretations of the Committee shall be granted Stock Rights; (c) Determine final and conclusive upon the number of Shares for which a Stock Right or Stock Rights shall be granted; providedParticipants, 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 timehereinafter defined. Notwithstanding the foregoing, only any dispute arising under any Agreement (as defined below) shall be resolved pursuant to the Board dispute resolution mechanism set forth in such Agreement. Subject to the express provisions of Directors or the Plan, the Committee shall determine the number of Shares subject to grants or sales and the terms thereof, including the provisions relating to the exercisability of Options and Stock Appreciation Rights, lapse and non-lapse restrictions upon the Shares obtained or obtainable under the Plan and the termination and/or forfeiture of Options and Stock Appreciation Rights and Restricted Stock under the Plan. The terms upon which Options and Stock Appreciation Rights are granted and Restricted Stock is sold or granted shall be authorized to grant evidenced by a Stock Right to any director written agreement, executed by the Company and the Participant (each, an "Agreement"), containing such terms and conditions as may be approved by the Committee; provided that such terms and conditions are not inconsistent with the express conditions of the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange ActPlan.

Appears in 1 contract

Samples: Stock Option Agreement (Werner Holding Co Inc /Pa/)

Administration of the Plan. The Administrator of the Plan will shall be the Board of Directors, except to the extent the Board of Directors delegates its authority to administered by the Committee, in which case the . The Committee shall be have the Administrator. Subject authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, the Administrator is authorized to: (a) Interpret the provisions of to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Incentive Awards; to determine the persons to whom and the time or times at which Incentive Awards shall be granted; to determine the type and number of Incentive Awards to be granted, the number of shares of Stock Rights to which an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Incentive Award; to determine whether, to what extent, and under what circumstances an Incentive Award may be settled, canceled, forfeited, exchanged, or surrendered; to make adjustments in the performance goals in recogintion of unusual or non-recurring events affecting the Company or the financial statements of the Company (to the extent in accordance with Section 162(m)of the Code, if applicable), or in response to changes in applicable laws, regulations, or accounting principles; to construe and interpret the Plan and any Incentive Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of Award Agreements; and to make all rules and other determinations which it deems deemed necessary or advisable for the administration of the Plan; (b) Determine which Employees. The Committee may, 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; providedin its absolute discretion, 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 without amendment to the vesting of the underlying Shares. (e) Amend any term or condition of any outstanding Stock RightPlan, provided that (i) such term accelerate the date on which any Tandem SAR or condition as amended is not prohibited by Stand-Alone SAR or Incentive Award relating to Phantom Stock granted under the Plan becomes exercisable, waive or amend the operation of Plan provisions respecting exercise after termination of employment or otherwise adjust any of the terms of such Tandem SAR relating to Non-Qualified Stock Options or Stand-Alone SAR or Incentive Award relating to Phantom Stock, and (ii) accelerate the Exercise Date or Issue Date, or waive any such amendment shall not impair the rights condition imposed hereunder, with respect to any share of a Participant under Restricted Stock or Phantom Stock or otherwise adjust 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 terms applicable to residents such share. No member 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 liable for any action, omission or determination relating to grant a Stock Right to any the Plan, and 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 any “officer” the administration or interpretation of the Company as defined Plan 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 Plan, if, in either case, such action, omission or determination was taken or made by Rule 16a-1 under such member, director or employee in good faith and in a manner such member, director or employee reasonably believed to be in or not opposed to the Exchange Actbest interests of the Company.

Appears in 1 contract

Samples: 1999 Omnibus Stock Incentive Plan (Sento Corp)

Administration of the Plan. The Administrator of authority to grant restricted stock awards, options and stock appreciation rights to officers and employees under the Plan will shall be vested in the Board Stock Option and Officers' Compensation Committee (hereafter referred to as the "Committee") consisting of Directors, except to the extent not less than three members of the Board of Directors delegates its authority appointed from time to time by the Board. No member of the Board shall serve on the Committee at a time when such member is, or within one year prior thereto has been, eligible to receive restricted stock awards, options, or stock appreciation rights under the Plan, or restricted stock awards, options, or stock appreciation rights under any other stock option or stock bonus plan of the Company; provided, however, that Outside Directors who receive options and restricted stock under this Plan may serve on the Committee, in which case the . The Committee shall be have no authority regarding the Administratorgranting of options and restricted stock to Outside Directors. Subject to the provisions of the Plan, the Administrator Committee from time to time shall determine (except as to options and restricted stock granted to Outside Directors) the individuals to whom, and the time or times at which, restricted stock awards, options, or stock appreciation rights shall be granted; the number of shares to be subject to each restricted stock award, each option, and each stock appreciation right; the option price per share; the extent to which stock appreciation rights are exercisable for cash, or stock, or a combination of cash and stock; whether restricted shares [shares of common stock issued under restrictions which subject them to a "substantial risk of forfeiture" (as defined in Section 83 of the Internal Revenue Code of 1986, as amended) until the restrictions lapse] should be issued on the exercise of an option or stock appreciation right and, if so, the nature of the restrictions; the duration of each option; the specific restrictions applicable to restricted stock awards and the other terms and provisions of each restricted stock award, option, and stock appreciation right. In the case of officers to whom restricted stock awards, options, or stock appreciation rights may be granted, the selection of such officers and all of the foregoing determinations shall be made directly by the Committee in its sole discretion. In the case of key employees other than officers, the selection of such employees and all of the foregoing determinations may be delegated by the Committee to an administrative group of officers chosen by the Committee. Neither restricted stock awards, options, nor stock appreciation rights granted to one employee need be identical to those granted other employees. Subject to share ownership requirements, commencing with the 1988 annual meeting of stockholders, options with a term of ten years and one day shall be granted to each Outside Director for 1,000 shares of the Company's common stock effective as of the close of each annual meeting of the stockholders (i) at which such individual is authorized to: elected a director or (aii) Interpret following which such individual will continue to serve as a director as a member of a continuing class of directors. Any option so granted shall be a nonqualified stock option. In the event any change in the outstanding shares of the Company's common stock occurs and an adjustment is made in the unexercised portion of options outstanding, as provided in Section 3 above, a similar adjustment shall be made in the number of shares to be granted to Outside Directors thereafter under this paragraph. On April 14, 1995, and each January 1 thereafter, 200 shares of restricted stock shall be granted to each Outside Director. The stock will be held in escrow for a period of three years from the award date. Stock issued as restricted stock shall be forfeited if the director ceases to serve as a director of the Company for any reason other than death, disability, or retirement under the Directors' Retirement Plan. In the event any change in the outstanding shares of the Company's common stock occurs as provided in Section 3 above, a similar adjustment shall be made in the number of restricted shares to be granted to Outside Directors thereafter under this paragraph. Subject to the provisions of the Plan specifically governing options and all Stock Rights restricted stock granted or to be granted to Outside Directors, the Committee may also interpret the Plan; prescribe, amend and rescind rules and regulations relating to the Plan; and make all rules and other 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 determinations 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 made in accordance with its judgment as to grant a Stock Right to any director the best interests of the Company or to any “officer” and its stockholders and in accordance with the purposes of the Company as defined by Rule 16a-1 under the Exchange ActPlan. The Committee's determinations shall in all cases be conclusive.

Appears in 1 contract

Samples: Stock Option Plan (Caterpillar Inc)

Administration of the Plan. The Administrator of the Plan will shall be the Board of Directors, except to the extent the Board of Directors delegates its authority to administered by the Committee, in which case . A majority of the Committee shall constitute a quorum at any meeting thereof (including by telephone conference) and the acts of a majority of the members present, or acts approved in writing by a majority of the entire Committee without a meeting, shall be the Administratoracts of the Committee for purposes of this Plan. The Committee may authorize one or more of its members or an officer of the Company to execute and deliver documents on behalf of the Committee. A member of the Committee shall not exercise any discretion respecting himself or herself under the Plan. The Board shall have the authority to remove, replace or fill any vacancy of any member of the Committee upon notice to the Committee and the affected member. Any member of the Committee may resign upon notice to the Board. The Committee may allocate among one or more of its members, or may delegate to one or more of its agents, such duties and responsibilities as it determines. Subject to the provisions of the Plan, the Administrator Committee is authorized to: (a) A. Interpret the provisions of the Plan and all Stock Rights any Award or Award Agreement, and to make all rules and determinations which that it deems necessary or advisable for to the administration of the Plan; (b) B. Determine which Employees, directors employees of the Company or an Affiliate shall be designated as Eligible Employees and Consultants which of the Eligible Employees shall be granted Stock RightsAwards; (c) C. Determine the Key Non-Employees to whom Awards, other than Incentive Options and Performance Awards for which Key Non-Employees shall not be eligible, shall be granted; D. Determine whether an Option to be granted shall be an Incentive Option or Nonstatutory Option; E. Determine the number of Shares for which a an Option, Restricted Stock Right or Stock Rights Other Stock-Based Award shall be granted; X. Xxxxxxxxx the number of Rights, the Cash Award or the Performance Award to be granted; G. Provide for the acceleration of the right to exercise any Award; and H. Specify the terms, conditions, and limitations upon which Awards may be granted; provided, however, that with respect to Incentive Options, all such interpretations, rules, determinations, terms, and conditions shall be made and prescribed in no event shall the aggregate grant date fair value (determined context of preserving the tax status of the Incentive Options as “incentive stock options” within the meaning of Section 422 of the Code. If permitted by applicable law, and in accordance with ASC 718) any such law, the Committee may delegate to the chief executive officer and to other senior officers of Stock Rights the Company or its Affiliates its duties under the Plan pursuant to be granted such conditions or limitations as the Committee may establish, except that only the Committee may select, and any other cash compensation paid grant Awards to, Participants who are subject to any non-employee director in any calendar year, exceed $750,000, increased to $1,000,000 in Section 16 of the year in which such non-employee director initially joins Exchange Act. All determinations of 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 Committee shall be paid on made by a majority of its members. No member of the Committee shall be liable for any Stock Right prior action or determination made in good faith with respect to the vesting of Plan or any Award. The Committee shall have the underlying Shares. (e) Amend authority at any term or condition of any outstanding Stock Right, provided that (i) such term or condition as amended is not prohibited time to cancel Awards for reasonable cause and/or to provide for the conditions and circumstances under which Awards shall be forfeited. Any determination made 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 Committee pursuant 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 shall be made in its sole discretion, and in the case of any Stock Right granted under it determination relating to an Award, may be made at the time of the grant of the Award or, unless in contravention of any express term of the Plan or any Agreement, at any time thereafter. All decisions made by the Committee pursuant to the provisions of the Plan shall be finalfinal and binding on all persons, unless otherwise determined by including the Board of Directors, if Company and the Administrator is the CommitteeParticipants. 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 No determination shall be authorized subject 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 Actde novo review if challenged in court.

Appears in 1 contract

Samples: Long Term Incentive Plan (Global Immune Technologies Inc.)

Administration of the Plan. The Administrator Committee shall have the power and authority to prescribe, amend and rescind rules and procedures governing the administration of the Plan will be the Board of Directorsthis Plan, except including, but not limited to the extent full power and authority (i) to interpret the Board terms of Directors delegates its authority this Plan, the terms of any Options granted under this Plan and the rules and procedures established by the Committee governing any such Options, (ii) to determine the rights of any person under this Plan or the meaning of requirements imposed by the terms of this Plan or any rule or procedure established by the Committee, (iii) to correct any defect or omission or reconcile any inconsistency 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 or in any Option granted hereunder, (iv) to determine whether any Options are subject to and/or comply with the requirements of Code Section 409A or the regulations thereunder and all Stock Rights and (v) to make all rules other determinations and determinations which it deems take all other actions necessary or advisable for the implementation and administration of the Plan; (b) Determine which Employees, directors and Consultants shall be granted Stock Rights; (c) Determine the number . Each action 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 binding on all persons. Notwithstanding any provision to grant a Stock Right the contrary contained in this Plan or any separate written agreement between the Company and any Participant with respect to any director Option pursuant to this Plan, any unvested Options that do not become vested immediately prior to, or in connection with, any Sale of the Company shall be forfeited and cancelled with concurrent effect upon the consummation of any such transaction, and no Participant nor any other Person shall have any further rights or obligations with respect to any “officer” such forfeited Options. It is the Company’s intent that, except as otherwise specifically provided in a written award agreement with respect to an Option, the Options not be treated as a nonqualified deferred compensation plan that fails to meet the requirements of Section 409A(a)(2), (3) or (4) of the Code and that any ambiguities in construction be interpreted in order to effectuate such intent. However, the Company as defined by Rule 16a-1 may, in its discretion, issue options that are subject to or compliant with Code §409A. Options under the Exchange ActPlan shall contain such terms as the Committee determines are appropriate to be exempt from, or comply with, the requirements of Section 409A of the Code. However, neither the Company nor any of its Affiliates makes any representations with respect to the application of Code Section 409A to the Options and, by the acceptance of the Options, the Participant agrees to accept the potential application of Code §409A to the Options and the tax consequences of the issuance, vesting, ownership, modification, adjustment, exercise and disposition of the Options. In the event that, after the issuance of an Option under the Plan, Section 409A of the Code or the regulations thereunder are amended, or the Internal Revenue Service or Treasury Department issues additional guidance interpreting Section 409A of the Code, the Committee may modify the terms of any such previously issued Option to the extent the Committee determines that such modification is necessary to comply with the requirements of Section 409A of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on any Participant by Section 409A of the Code or damages for failing to comply with Section 409A of the Code.

Appears in 1 contract

Samples: Option Rollover Agreement (Datto Holding Corp.)

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) 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) b. Determine which Employees, directors Directors and Consultants shall be granted Stock Rights; (c) c. Determine the number of Shares for which a Stock Right or Stock Rights shall be granted; provided, however, provided however that in no event shall the aggregate grant date fair value (determined in accordance with ASC 718) of Stock Rights with respect to more than 1,000,000 Shares be granted and any other cash compensation paid to any non-employee director Participant in any calendar fiscal 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) 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.granted; (e) e. Amend any term or condition of any outstanding Stock Right, other than reducing the exercise price or purchase price, provided that (i) such term or condition as amended is not prohibited by the Plan and Plan; (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. ; and (fiii) Determine any such amendment shall be made only after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual vesting limitation contained in Section 422(d) of the Code and make any adjustments described in Paragraph 6(B)(iv) below with respect to ISOs and pursuant to Section 409A of the Performance Goals included in any Performance-Based AwardsCode; and (g) f. 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 Company 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; provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. 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 CommitteeAdministrator. To the extent permitted under applicable lawApplicable Law, the Board of Directors or the Committee Administrator 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 Administrator 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.

Appears in 1 contract

Samples: Stock Option Agreement (Akari Therapeutics PLC)

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