Determination by Committee Sample Clauses

Determination by Committee. Any determination regarding the status of any individual as a Participant or Beneficiary under each Plan shall be solely and exclusively the responsibility of the Committee.
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Determination by Committee. The determination of whether and to what extent the Performance Criteria has been satisfied during the applicable Performance Period shall be made by the Committee, in its sole and absolute discretion, which shall be binding on all persons. The percent of the Performance Units awarded for performance between levels shall be determined by straight linear interpolation. Notwithstanding any provision of this Plan or this Agreement to the contrary, for purposes of determining satisfaction of the Performance Criteria, the following items may be disregarded: (i) a change in accounting principle, (ii) financing activities of the Company, (iii) intercompany dividends, (iv) expenses for restructuring or productivity initiatives, (v) other non-operating items, (vi) acquisitions or dispositions, (vii) discontinued operations, (viii) unusual or extraordinary events, transactions or developments, (ix) amortization of intangible assets, other significant income or expense outside the Company’s core on-going business activities, (x) other nonrecurring, unusual or infrequent items or events, and (xi) changes in the Internal Revenue Code or other applicable law, as determined in the sole discretion of the Committee.
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Determination by Committee. Determinations by the Committee shall be final and conclusive with respect to the interpretation of the Plan and this Agreement.
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Determination by Committee. Subject to the provisions of Paragraph 14 hereof, any dispute or disagreement which shall arise under, or as a result of, or pursuant to, this Agreement shall be determined by the Committee in its absolute and uncontrolled discretion, and any such determination or any other determination by the Committee under or pursuant to this Agreement and any interpretation by the Committee of the terms of this Agreement shall be final, binding, and conclusive on all persons affected thereby.
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Determination by Committee. The Committee shall determine the Performance Share-Based Award during the ninety (90) days immediately following the end of the Performance Period as follows.
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Determination by Committee. The Committee shall determine the Performance Share-Based Award during the ninety (90) days immediately following the end of the Performance Period. Up to ____________percent (___%) of the Target Performance Share-Based Award may be awarded if the Income Goal is achieved; and up to ____________percent (___%) of the Target Performance Share-Based Award may be awarded if the Income Goal is exceeded such that the net income of Limoneira for the Performance Period is at least ____________percent (___%) but less than ____________percent (___%) of Limoneira’s Budgeted Net Income for the Performance Period; and up to ____________percent (___%)of the Target Performance Share-Based Award may be awarded if the Income Goal is exceeded such that the net income of Limoneira for the Performance Period is at least ____________percent (___%), but less than ____________percent (___%), of Limoneira’s Budgeted Net Income for the Performance Period; and up to ____________percent (___%) of the Target Performance Share-Based Award may be awarded if the Income Goal is exceeded such that the net income of Limoneira for the Performance Period is at least ____________percent (___%) of Limoneira’s Budgeted Net Income for the Performance Period. The Committee may award less than the Target Performance Share-Based Award even if the Performance Goal is met.
Sample 1
Determination by Committee. Except as otherwise provided in Section 13.2 through Section 13.5, the terms of all Options shall be determined by the Committee.
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Determination by Committee. The Committee shall determine the Performance Share-Based Award during the ____ (__) days immediately following the end of the Performance Period as follows.
Sample 1

Related to Determination by Committee

  • Rules by Committee The rights of the Grantee and the obligations of the Company hereunder will be subject to such reasonable rules and regulations as the Committee may adopt from time to time.

  • Determination by the Reviewing Party If the Company reasonably believes that it is not obligated under this Agreement to indemnify the Indemnitee, the Company shall, within 10 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request within 30 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his/her indemnification right in accordance with Section C.3 below.

  • Determination by Independent Accountant The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Regulation by the Committee This Agreement and the Restricted Shares shall be subject to the administrative procedures and rules as the Committee shall adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement, shall be conclusive and binding upon the Awardee.

  • Action by the Committee The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

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