Authority of Compensation Committee Sample Clauses

Authority of Compensation Committee. In making any decisions or taking any actions with respect to the matters covered by this Agreement, the Compensation Committee shall have all of the authority and discretion, and shall be subject to all of the protections, provided for in the Plan. All decisions and actions by the Compensation Committee with respect to this Agreement shall be made in the Compensation Committee’s discretion and shall be final and binding on the Participant.
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Authority of Compensation Committee. This Agreement shall be administered by the Compensation Committee of Hardinge’s Board of Directors (the “Committee”). The Committee has the authority, in its sole discretion, to interpret the provisions of this Agreement and the Employee’s entitlement to the Retention Bonus, and to make any determination the Committee believes necessary or advisable for the administration of this Agreement. All decisions of the Committee in the administration of this Agreement are conclusive and binding on the Employee. If in the opinion of the Committee, the Employee engages in any activity or conduct which is contrary to the best interests of the Company or any of its direct or indirect subsidiaries, this Agreement may be terminated by Hardinge and the Employee will not be entitled to receive the Retention Bonus or any portion thereof.
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Authority of Compensation Committee. (a) Except as provided in subsection (b) below, the Compensation Committee of the Company (the "Committee") shall have the exclusive right to (i) interpret and construe the terms of this Agreement and any amendment hereto, and (ii) amend this Agreement, including but not limited to amendments in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles or amendments intended to correct any defect, supply any omission or reconcile any inconsistency in this Agreement in the manner and to the extent it shall deem desirable to carry it into effect. Except as provided in subsection (b) below, all acts, determinations and decisions of the Committee made or taken pursuant to this Agreement or with respect to any questions arising in connection with the interpretation of this Agreement, including the severability of any and all of the provisions thereof, shall be conclusive, final and binding upon all parties. (b) If the Executive shall provide to the Committee, within thirty (30) days after the date of any action taken by the Committee with respect to this Agreement, written notice of his objection to such action, such action shall be referred to a third party for review. The identity of such third party shall be agreed in writing by the Committee and the Executive. The decision of such third party on review shall be conclusive, final and binding upon all parties. (c) If any reorganization, recapitalization, reclassification, stock split-up, stock dividend, or consolidation of the Stock, merger or consolidation of the Company or sale or other disposition by the Company of all or a portion of its assets, any other change in the Company's corporate structure, or any distribution to shareholders other than a cash dividend results in the outstanding shares of Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or class of shares of stock or other securities of the Company, or for shares of stock or other securities of any other corporation; or new, different or additional shares or other securities of the Company or of any other corporation being received by the holders of outstanding shares of Stock, then equitable adjustments may be made by the Committee in its sole discretion in the terms, conditions or restrictions of this Agreement.
Sample 1
Authority of Compensation Committee. The Compensation Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Compensation Committee as to any such matter of interpretation or construction shall be final, conclusive and binding.
Sample 1
Authority of Compensation Committee. The Compensation Committee shall have authority, subject to the express provisions of the Plan and this Agreement, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Compensation Committee necessary or desirable for the administration of the Plan. The Compensation Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Stock Option Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. The Compensation Committee shall have the authority, subject to the provisions of the Plan, to adopt any amendment or modification necessary or desirable to comply with Section 409A of the Internal Revenue Code of 1986, as amended. All actions by the Compensation Committee under the provisions of this paragraph shall be conclusive for all purposes. Notwithstanding any provisions hereof, this Option shall be subject to all of the provisions of the Plan as from time to time in force consistently with the provisions thereof. Any reference to the Compensation Committee herein shall be a reference to the Board of Directors if a Compensation Committee of the Board is not established or, if established, is later dissolved.
Sample 1

Related to Authority of Compensation Committee

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • Authority of Committee All determinations made by the Committee with respect to the interpretation, construction and application of any provision of this Agreement shall be final, conclusive and binding on the parties.

  • Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Evaluation Committee 16.2.1 The Association and the Board agree to establish a standing joint Evaluation Development Committee for the purpose of regularly reviewing the effectiveness of the policy, procedure and process, including the evaluation instrument, for the evaluation of teachers in the District and to provide recommendations to the Superintendent and Board by April 30.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Mandate of the Committee The mandate of the Education Worker Diverse and Inclusive Workforce Committee is to jointly explore and identify best practices that support diversity, equity, inclusion and to xxxxxx diverse and inclusive workforces reflective of Ontario’s diverse communities.

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 0000 Xxx.

  • JOINT LABOR MANAGEMENT COMMITTEE The parties agree that they will continue the Joint Labor-Management Committee to discuss matters of mutual interest relating to the employees covered by this Agreement. Topics for the Joint Labor-Management Committee may include, but are not limited to, Professional Development, Incentive Pay, etc. The Committee shall meet quarterly or as mutually agreed by the co-chairs. The President of CWA or designee and the Director of Human Resources or designee shall serve as co-chairs.

  • Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Benefits Committee As per LOA#10, a benefits committee comprised of the employee representatives and the employer representatives, including the Crown, shall convene upon request to address all matters that may arise in the operation of the OSSTF ELHT.

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