Common use of Delegation to Committee Clause in Contracts

Delegation to Committee. (i) The Board may delegate administration of the Plan to a Committee or Committees of the Board, and the term “Committee” shall apply to persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board (and references in this Plan to the Board shall thereafter be to the Committee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. (ii) With respect to Awards granted to any Covered Employee, the Committee shall consist of those individuals who are outside Non-Employee Independent Directors. The Board may also appoint one or more separate committees of the Board, each composed of directors of the Company who need not to be outside Non-Employee Independent Directors. Notwithstanding the foregoing, the Board shall constitute the Committee and shall administer the Plan with respect to all Awards granted to Non-Employee Directors.

Appears in 3 contracts

Samples: 2007 Stock Option Plan (Gentium S.p.A.), 2007 Stock Option Plan (Gentium S.p.A.), 2007 Stock Option Plan (Gentium S.p.A.)

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Delegation to Committee. (i) The Board may delegate administration of the Plan to a Committee or Committees of the Board, and the term “Committee” shall apply to persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board (and references in this Plan to the Board shall thereafter be to the Committee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. (ii) With respect to Awards granted to any Covered Employee, the Committee shall consist of those individuals who are outside Non-Employee Independent Directors. The Board may also appoint one or more separate committees of the Board, each composed of directors of the Company who need not to be outside Non-Employee Independent Directors. .. Notwithstanding the foregoing, the Board shall constitute the Committee and shall administer the Plan with respect to all Awards granted to Non-Employee Directors.

Appears in 1 contract

Samples: 2004 Equity Incentive Plan (Gentium S.p.A.)

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